The Path of the Unforgiven
by HeatseekerX51
Summary: A thousand years ago, King Sombra was vanquished, taking the Crystal Empire with him. His brother, exiled by Celestia for refusing to fight, goes out into the world to seek his destiny in far away lands. In present day, an enigmatic stranger enters Ponyville, strangely interested in the Bearers of the Elements of Harmony. He arrival heralds a new era of peril for all Equestria.
1. Prologue

_ß is pronounced as a double 's' sound ( ) / Æ is pronounced like 'ey' ( )_

" _ **Once upon a time…**_ within the borders of the magical land of Equestria, was the realm of Thule. Thule was ruled by two royal Unicorn brothers powerful in magic, who reigned together, harshly but justly. The elder brother used his wisdom to govern the land, the younger used his maleficent cunning to defend the realm from enemies. Thus the two brothers maintained balance for their kingdom and their subjects.

But as time went on, the younger sibling became jealous; the ponies praised the leadership and strength his elder brother upheld, but shunned and feared him for the ways he kept their kingdom safe from without. One fateful day, the younger unicorn refused to attend his duties, and demanded to rule his own kingdom. The elder brother tried to reason with him, but the bitterness in the young one's heart transformed him into a wicked stallion of shadows: King Sombra.

 **OVER 1,000 YEARS AGO**

In the harsh lands of northern Equestria, lay the kingdom of Thule. After the foiling of the Windigos, and the settlement of the rich southern lands wherein the ever-contentious pony tribes finally found peace, there remained unicorns that stayed true to their ancient soil. Thule, as it came to be called, far removed from being the domain of the selfish and spoiled told of in modern myths, was inhabited by brave and hardy unicorn ponies. These used their magic not only to move the Sun and Moon, but also keep at bay the multitudes of creatures that desired to wreck havoc and destruction on the helpless lands to the south.

Thule, while a part of Equestria by extension, never truly submitted themselves to be ruled by their southern kindred, instead preferring their condition of virtual autonomy. A single lineage arose from the ranks of the former nobility to become the hereditary kings and queens. Realizing that administering Thule and the constant vigilance required to protect Equestria was too much for any one pony, co-regents split the tasks.

Now Thule had steadfastly maintained its ancient faith in their pantheon of deities, nameless gods and goddesses of the mountains, the ice, the wind, of fire. And even after the coming of the Alicorns and the defeat of the chaos demon Discord, Thule remained faithful. Though they did acquiesce to the Alicorn sisters becoming the rulers of all Equestria, and thusly, their overlords.

And so they lived for generations, keeping the realms of Pony safe from the north while other threats emerged from elsewhere.

There came a time however, when evil would finally find its way into the stoic kingdom. It was during the reign of Æclypse and his brother ßombra.

Æclypse, despite being a member of the royal bloodline, began his legacy among the Thulian Guard, proving himself an capable fighter, and adept leader of ponies. His greatest feat came when he alone stood in the howling mountain winds between a Fyre Drake and a column of fleeing civilians. Æclypse defeated the drake, and smote his ruins upon the mountain. It would be the last time a Fyre Drake was seen.

Despite his combat ability, Æclypse was always more disposed towards philosophy and the realities of running a kingdom. And when the time came, his mother and father who had ruled as king and queen before him, crowned him as Principate of the Kingdom. His younger brother however, could make no such claims to glory.

ßombra, unlike his brother had taken full advantage of his station and enjoyed the privileged life of luxury. Pampered from birth, ßombra eschewed the dedication and effort Æclypse displayed, and favored the assertion of his birth right to get what he wanted. Never one to lower himself to the paltry ranks of the Guard, ßombra pursued types of magic that would empower him personally.

But that's not to say ßombra had the magical advantage over his brother, far from it. More than once Æclypse found it necessary to restrain ßombra when a bout of rage overtook him, the result of one slight or another to his princely status. In truth the brothers were two of most potent magic wielders unicorns had ever seen, and Thule braced itself for the oncoming reign.

When a new Principate of the Kingdom is named, they are granted the right to appoint the Principate of the Guard, a role subordinate only to the former. To the astonishment of all, Æclypse named his brother as Principate of the Guard, over the objections of the royal court, and the questioning of his parents. Æclypse justified his decision by telling the detractors that they underestimated ßombra, and that he had full faith in his brothers capability.

In time, Æclypse's wisdom would bear true, as ßombra used his varied magical abilities to confound and ruin those malign forces that thought to capture Thule and spill into Equestria. And while ßombra was still feared and mistrusted, no one underestimated his capabilities anymore.

Æclypse himself became renown for his wise administration of the kingdom, and his firm but fair ministering of justice. He showed mercy on those who deserved it, and showed none to those who did not. Thule grew prosperous under his reign, and he was recognized as one of finest rulers in all Equestria, second only to Celestia.

But ßombra grew malcontent in his position, and desired not to switch places with his brother, but to conquer and rule his own kingdom. The far northern lands of the Yak tribes were unattractive to him, being mostly useless, sparsely populated tundra. The southern lands of Equestria were off limits, as the Alicorns would surely take notice of him seizing control of a major city. There remained one option, an independent realm that occupied a similar position between the far north and the south, the Crystal Empire.

The Empire used a powerful magic spell to protect it from the elements and enemies, but ßombra, cunning and devious, figured out a way to bypass the spell's protection. At first he approached Æclypse with his plan to annex the Crystal Empire and rule it himself, thinking it to be a coup to rival his brothers accomplishments. But Æclypse saw great folly in the venture, and declined to aid him in any way.

For a while ßombra stewed, his desire for independent power growing. The use of dark magic had long taken root in ßombra, and intensified his feelings of jealously and drive for conquest. Finally, ßombra could bear his inner demons no more, and set his mind to dominating the Empire with or without his brother's permission.

One day, ßombra refused to carry out the duties of the Thulian guard, and made one last demand on his brother to join him. Again, Æclypse refused and tried to make ßombra see reason. But the zeal for his ambition was too deeply entrenched, and ßombra stormed out of the Kingdom of Thule amidst a cloud of darkness, never to return.

So ßombra conquered the Crystal Empire, disposing of the radiant Queen Amore, declared himself King, and bound all the inhabitants to abject slavery.

Æclypse was petitioned high and low to venture out and put an end to his brother's madness, just as he had in their youth. But the Prince declined, saying that it was not the place of Thule to interfere with sovereign territories outside of Equestria. But most knew of another reason, that the only way for ßombra to be stopped, would be to destroy him, an act that only Æclypse could manage, and only Æclypse would shun.

As ßombra had predicted, the royal Alicorns Celestia and Luna, upon hearing of ßombra's cruelty, set out to depose the self-declared king. While Luna went ahead to scout the Empire, Celestia traveled to Thule for the first time in generations, to appeal to Æclypse personally. The meeting unfortunately, would only make things worse.

Words were traded between Celestia and Æclypse, the Alicorn switching between pleas to justice and imposing her rank as demi-goddess. Æclypse was only angered by her attempts to intimidate and bludgeon him with virtue. He reminded her that Thule recognized her rule as a gesture of good will, not because they felt any particular loyalty to the southern lands. He further reminded her that while she had been ruling peacefully since the fall of Discord, Thule had remained a breeding ground of strong, warrior unicorns, and that any attempt to coerce Thule into anything, would result in a terrible war. He then told her that those who raised arms against their kin were despised by the gods, and doomed to catastrophe.

The ponies of his court were shocked to hear him speak to their arch-ruler that way, though they agreed that he was correct nonetheless. Dismayed, Celestia warned him that after they defeated ßombra, they would return to administer royal justice to the good prince who allowed evil to prosper.

Luna and Celestia did defeat King ßombra, banishing him to a prison of eternal ice and snow. But ßombra had laid a trap, putting a curse on the city that caused the Crystal Empire to vanish. With the despot cast down, but their victory hollow, the Alicorns returned to Thule to punish Æclypse for his refusal to act.

Celestia declared an end to the hereditary royal line of Thule, and exiled Æclypse from Equestria for the rest of his life. As further punishment for his decision not to stop evil despite the ability to do so, she dubbed him: 'Æclypse the Unforgiven'. His former citizens now bowing to the Alicorns, Æclypse left Thule to travel the world, never to see his homeland again.

The once great kingdom became desolate as it's denizens left to settle in the warm, fertile southern lands, and eventually, Thule was lost to history.

In time, the Crystal Empire and King ßombra would fade from memory as well, until one day, when ßombra's curse finally gave out, and those who were forgotten, returned.


	2. Chapter 1: An Unsettling Discovery

**CANTERLOT LIBRARY**

Following the nearly disastrous reception of the Yak prince, the Princess of friendship Twilight Sparkle, decided it would behoove her to become well acquainted with any and all information Equestria had on the tribes. True she could have learned plenty by going to the tribal lands herself, but in this case a bit of Rarity was rubbing off on her, and she decided that whatever she could gleam from the libraries of Canterlot and the Crystal Empire would be sufficient.

So she messaged to her sister-in-law Princess Cadence if she could have any literature regarding the Yaks. Since she had learned thus far that the Yaks themselves kept next to no written records, their's being an oral tradition, she figured it was the best she was going to get.

The reading so far was fruitful, it turned out the Yaks had an ancient history in the far northern lands. Descended from fearsome raiders and warriors, they lived very much in the same way their ancestors did, excepting of course the frequent pillaging of nearby pony settlements, which ended with the Northern Accord after their defeat by the Kingdom of Thule.

"Huh?"

She re-read the passage in the lantern lit room, her brow furrowed as she tried to figure out if she has misread something. "The Kingdom of Thule…" she said aloud, this time sure that she had not misunderstood.

"I've never heard of 'Thule' before, why?" She was quickly acquiring more questions than answers in her mind. The familiarization with Yak customs would be interesting she had no doubt, but the curious mention of a previous unknown kingdom demanded attention, especially if it was capable of bringing the hundreds of formidable Yak hoards to heel.

Her horn alighted as she used her magic to flip through the pages, looking for any other mention of Thule. But there was nothing. "Hrmm" she grunted. "There must be more about it somewhere in here." She left the book where it was and began wandering the aisles. She had located ' _The History and Culture of Yaks_ " in the history section, and returned there to look more closely. There were books on The Crystal empire, the settling of Equestria millennia ago, and even a few varied tomes on the distant lands of the Zebra tribes and Griffinstone. But nothing on anyplace called Thule.

"The library in the Empire might have something, but it's strange for a library as old as Canterlot not to have anything. Maybe it's cataloged elsewhere." So she checked geography, language, art, spell casting reference, even music, but nothing came up.

Frustrated, she sat on her haunches staring at the history section, trying to understand the dearth of any works about this confounding kingdom of Thule.

"Wait a minute! Maybe…" years ago, she had worked out a spell that when activated, would illuminate a particular phrase or passage she wanted to locate. It came in handy when a highlighter wasn't around. With her horn alighted, she closed her eyes and concentrated on the word 'Thule', and felt the radius of the spell expanding through the library, seeping into the books like water.

She opened her eyes, and looked about, searching for the tell-tale purple glow that indicated a location for the word. She hoped it would be a quick process, dinner time with Celestia and Luna was getting close. She looked, but the only sign was the same book she had been reading.

"Hmm, I'll just have to ask Princess Celestia if she knows anything." She chuckled, "Celestia's probably forgotten more stuff than anypony knows."

Twilight collected the Yak book into her saddle bag, and trotted for the exit. She was just passing the unmanned librarian desk when a tiny sliver of light caught her eye. She turned, and saw that on the side of the bookcase directly behind the desk, was a glimmer of purple light.

"So there is something in here!" With a smile for the small victory, Twilight guided over to the book case for a closer look. It was clear that the furniture piece had been there for a very long time, centuries for all she knew. It certainly looked heavy enough to be a from the older eras of workmanship. She wedged her magic between the wall and the shelf, and grit her teeth as she tried to move what must be several hundred pounds of wood and book.

"Jeez!" _huff_ "What is this thing made of?" Finally the piece budged, a little bit, and a small crumb of debris fell and bounced off her snout. Then it hit her. "This thing weighs a ton because it's made of rock!"

Indeed, inspecting the fine carvings and detail along the surfaces, she saw now that the entire shelf was exquisitely carved from a single block of stone. "Whatever's behind here, somepony really doesn't want anyone to know about it." She paused, considering the logical inferences. "Maybe this is something I should leave alone. I mean, whatever's behind there, somepony pushed a ton of rock in front of it to keep it there."

She began to turn away when she realized that the light had gotten bigger and brighter, indicating that plenty of mentions of Thule lay beyond. She bit her lip, her eyes darting back and forth, the temptation of pursuing hidden knowledge overriding her good sense. Finally she gave in and recast the spell, doing her best to widen the gap enough to expose what lay beyond. "I sure wish, _hrm_ , AppleJack was here!"

The push continued, and steadily the bookcase moved, swinging wide out of the way. She concentrated on pushing the fixture, and it wasn't until she was satisfied that she looked to see what was uncovered. When the purple light dissipated, there remained a large ornately carved set of double doors, emblazoned with a intricately detailed relief Twilight didn't recognize. "That looks like an old sun wheel" Eyeing the symbolism with a narrowed gaze, she noticed where the slim divide of the doors intercepted a small circular opening.

"And that's a keyhole for a unicorn…" She arched an eyebrow, her appetite for study overcoming her awe for a moment. Quickly, she extracted a quill and notebook from her bag, and copied the strange depiction. "I'll definitely have to ask about this."

Finished, she glanced again at the set of doors, tapping her hoof on the floor. "Dinner's not for another half-hour…" Twilight glanced side-to-side, making sure nopony else was watching, slowly, she crept up to the door, lowered her head, and with her magical aura aglow, pierced the darkness of the aperture. She had encountered a few of these before, and hoped that this one was not spell-bound to anypony in particular, like the one Princess Celestia had used to store the Elements of Harmony.

It took a few moments of her focusing on the idea of the door opening, but eventually, the doors began to move. Much like the book case, when she stepped back she heard the sound of stone scraping against stone. Strands of cobwebs and tiny bits of rock fell from their former perches; "This door must have been locked for ages, but why?"

The path now lay open, the space beyond the doors cloaked in pitch blackness. About now she was starting to think Spike had the right idea, hanging around the pool while she busied herself with hours of research. "Well, it can't be worse than the Everfree Forest."

She cast a brilliant glow around about her horn, which provided a range of illumination, and stepped inside. The room was much wider than she expected, "This is an whole 'nother room!" she scrunched her face, and the bubble of light grew exponentially, revealing far more.

"Oh my…" Around her, came into view hundreds of books stocked on shelves, romantic busts of unicorns she had never seen before, and ancient maps of Equestria which displayed in tinged red patch of land to the north. She approached one of the maps, and studied the work, trying her best to decipher the archaic lettering. Across the highlighted area, was a name: ' **Þule** '

"That must be where the Kingdom of Thule was!" She scanned over the map, and stopped when she saw the unmistakable iconography of the Crystal Empire to the east of Thule. "Thule and the Empire must have existed at the same time! But that would mean that this map is at least a thousand years old!"

Suddenly taken aback by the magnitude of the revelation, she stepped back and gave the rest of the room a more thorough look-over. There was a set of armor placed on a wooden figure. Finely crafted and durable looking, she had no doubt that this armor would still stand up to the swords of Celestia's royal guard. Hanging from a metal peg, was an hugely oversized necklace of serrated, triangular teeth, each about the size of dinner plate. Twilight gulped at the thought of a creature that might bear such teeth.

Moving on, she saw more books, examples of pottery, weaving, and a few more articles of dress. "This was a whole civilization, how come I've never even heard of it before? And where did they all go?"

Something higher caught her eye, a banner, no…, an old tapestry. "Rarity would lose her mind if she saw this!" as she observed, the length of woven tapestry was painted with depictions of the general history of the kingdom. She scanned from left to right, trying to understand the scenes depicted; Unicorns battling against dragons, giant worms with wide mouths and many teeth. Twilight glanced sideways to the necklace again, now realizing the significance.

Continuing on the tapestry, she then saw armies of Unicorns and Yak engaged in war, which gave way to a scene of the Yak bowing to a regal looking Unicorn. Next was the image of a single pony with blue in his mane, facing up to a monstrous looking dragon that fumed with fire from its body. The next scene showed the same pony standing over the fallen dragon, his foreleg raised in triumph.

But Twilight stopped cold when she saw what was next. It was the right end of the tapestry, and depicted standing alongside the unicorn from the previous panels, was one she was very familiar with. With a red horn, and flowing black mane, there was no mistaking King Sombra.

"King Sombra… he was from Thule… I'm starting to see why they were so unpopular. But who was that other one? He seemed like a hero."

Twilight used her magic to lift the end of the tapestry from where it hung for a better look, but as she did, the length of it fell and crumpled on the floor. Aghast at the thought of ruining the priceless work, her body tensed to react to her blunder. But the cloth settled on the stone floor, no worse the wear. "whew…" she exhaled, reassured that she had not destroyed a 1,000 year old piece of art.

But beyond where the tapestry had been hung, she saw the outline of something that she saw in every other part of the royal castle, a stained glass window. Using her magic to stretch the tapestry from one corner of a bookshelf to another, she stepped closer to the window, and her mouth dropped.

Depicted in the various shapes of glass, were two unicorn stallions. The one on the left reared back on his hind legs, and was charcoal grey. His mane was parted, with black bangs hanging down on either side of his head, and the center a dark blue combed back along his neck and held in place with a metal bracelet. Around his horn he wore a golden crown, with white gems embedded along its width. Above him was another symbol Twilight had never seen before, it looked like another sun wheel, but much more intricate.

"That must be his cutie mark… Oh, did they even call it that?" she wondered.

On the other side, was the unambiguous visage of King Sombra, similarly posed, but nonetheless looking exactly as she knew him. His crown was the same, silver, with long thorns at the side and centered with a red gem that was flanked by another set of spikes.

She then noticed the plaque beneath the window, which she gawked at for some information as to what she was seeing. The top half was inscribed in some incomprehensible script, which she deduced must be the written language of Thule. But the bottom half was written in an archaic but readable form of Equestrian.

"The good Prince Aeclypse, Principate of the Kingdom of Thule, and _his brother, Prince Sombra, Principate of the Thulian Guard!_ "

Twilight's mind reeled, Sombra had a brother, Sombra was really a prince!

"Oh… I need to sit down." She sat on her haunches, trying to wrap her mind around what this meant. "Ok, so Sombra is definitely evil, no question there. But his brother was good? And if this ' _Aeclypse_ ' was so good, and Thule so renown, why don't ponies know about it?"

She looked again to the window, at the figure of Aeclypse, and wondered just what kind of pony he was. She again took out her quill and notebook, and sketched the cutie mark that hung above Aeclypse. She finished and returned her gaze to the blue-maned figure. "I'll be back, Prince Æclypse" she said, trying to sound out the proper spelling on the plaque. "But right now I've got dinner to attend, and a lot of questions that need answering."

Twilight left the antechamber, closed the stone doors behind her, and expended the effort to replace the leviathan bookcase. She didn't want anything to disturb her investigation into this mysterious kingdom.

A bit later, back in the castle proper, she was rounding a corner when she saw her number one assistant Spike heading the same way.

"Hey Twilight! We're just in time for dinner! Did you find anything good on the Yaks in the library?"

"That I did Spike, and so much more."

Spike paused mid-step, allowing Twilight to move past him. "What does that mean?"

"It means…" she started coyly, "That I'm about to have some very interesting dinner conversations with Princess Celestia."

Leading the way, Twilight opened the double doors to the executive dining room, where Celestia liked to host private dinner parties with friends and dignitaries. And there sitting in the center was the Princess of the Dawn herself, looking over some parchment letters.

"Hope I haven't missed the appetizers!" Twilight cheerily asked, smiling as she took a seat to her teachers left side. Celestia gave her the same warm smile she always had for her, ever since Twilight first became her student.

"Not to worry Twilight, we're still waiting on Luna, she tends to be a little slow getting out of bed in the evening."

The Alicorns shared a small chuckle, as Spike took his own set to Twilight's left; "That's good, the chef here always makes the best deviled gems over toast, just the way I like 'em."

Twilight rolled her eyes at her companion, enjoying the levity. But her mind quickly went back into hunger mode. "Celestia, I was in the library, where I came across a few symbols I've never seen before, so I was wondering if you could tell me what they were."

"Sure Twilight, I suppose it's a useful trait of having been alive for so long."

Twilight fished out her notebook, and flipped to the pages she had sketched, the door relief and Æclypse's cutie mark on opposing pages. Celestia was taking a sip of tea when Twilight presented the images to her. Suddenly, the white Alicorn's eyes widened in shock, and she came perilously close to spitting her tea all over the table. Twilight and Spike gaped in terror as their beloved ruler choked on her drink.

"Celestia! Are you alright?"

Celestia raised a hoof to stop them from approaching, swallowing the drink at last. All three remained silent for a moment as Celestia collected herself. Her guests looked on in anxious concern.

"Twilight, where did you find those symbols?"

Twilight stammered for the answer, still taken aback by her teachers reaction to seeing the sketches. "I was in the library reading about the Yak tribes, when the book mentioned 'The Kingdom of Thule'".

Hearing this, Celestia's posture stiffened, as if something that was supposed to remain secret was coming out.

"Anyway," Twilight continued, "I got curious, and searched for any more mentions of Thule, which led me-"

"-Behind the stone bookcase." Celestia finished for her. "Where you went through the doors bearing that crest." she pointed a hoof to the relief of the sword and sun wheel, "and saw the window depicting a unicorn bearing that cutie mark."

"Yes." Twilight answered, nervous in the shadow of her mentors tone. "The good Prince Æclypse, and his brother, Sombra."

Celestia nodded, accepting the fact that her favorite student, somepony that she held as close as a daughter as she would ever have, had stumbled upon a part of history she had hoped would remain locked away.

"Umm…" started Spike, raising a finger; "All I got out of that was 'Sombra', he's not coming back is he?"

"No Spike," Celestia responded, "Sombra is gone for good. Twilight, it pains me to have ask this of you, I know how passionate you are about seeking knowledge and truth, but, just this once I need you to forget about Thule. I locked that chamber away for a reason, and it serves no purpose to resurrect bad memories now. So please," Celestia used her magic to close the notebook and put it down on the table. "don't ask me again about Thule, or the good Prince Æclypse."

The latter part Twilight couldn't help but note was said with a tinge of bitter remorse. "If you think it's best Princess."

Celestia winced at the sound of her favorite student Twilight Sparkle addressing her formally at a private dinner, but there was one more thing she had to ask. "Twilight," she began regretfully, "I must also ask that you make no mention of any of this around Luna. The memory is very… difficult for her."

Twilight put her book away and nodded, "I understand.". Celestia softened her features, genuinely sorry for the imposition, and placed a reassuring hoof on Twilight's shoulder; "I will explain it to you someday Twilight, all of it, I promise."

Mentor and apprentice smiled at each other. "You too Spike." Celestia mentioned sidelong at the diminutive dragon, "Not a word."

Spike put his little hands up in a show of surrender, "Not a peep from me."

"Good." Celestia said with finality. And not a moment to soon as the double doors to the side of the room opened to revel the Princess of the Night. Luna strode in with the casual grace of a feline, a soft yawn escaping her lips.

"Do forgive our lateness sister" she began, slipping back into her archaic speech pattern. "But we've had a fitful slumber this day. Greetings Princess Twilight, greetings young Spike, it's always a pleasure to see your jovial faces in this aged citadel."

"A pleasure to be here Princess Luna" Said twilight, a bit unsure how to take the compliment.

Luna paused for a moment as she approached her own throne at Celestia's right. Her face furrowed in curiosity, suddenly becoming aware of the odd air that hung between the dinner party. "Is something amiss? Did something happen? Is that scoundrel Discord up to his old tricks?"

Celestia chuckled, breaking the tension. "Nothing so dire sister, Twilight was merely asking me what I knew about the Hydras in the Everfree swamp."

Luna scoffed, taking her seat; "Nasty beasts, terrorizing the Everfree as if they owned it. If you ask me Celestia," Luna used her magic to pour herself some tea, and waved her cup around to accent her words. "You and I should don our armor once more, ride-out in chariot like we used to, and vanquish those loathsome creatures once and for all."

Luna took a sip of her tea, and all relaxed. Spike took a bite of his tea cake and reclined in his seat. "Yeah, there's always some monster making trouble in the Everfree."

 **EVERFREE FOREST**

 **DUSK**

Somewhere in the murky woods, a filly screamed.

A head popped up, back-lit by the setting sun, water dripping from his mouth. A young grey stallion looked in the direction of the cry, his dark blue mane kicked-up by the wind.


	3. Chapter 2: The Traveler Arrives

**EVERFREE FOREST**

 **Nightfall**

Three fillies sped as fast as their little legs could take them through the menacing forest that bordered Ponyville. Behind them, members of the primeval forest's infamous Timberwolf pack snapped and snarled as they ran down their tender prey. With mortal terror pushing them onward, Scootaloo, Apple Bloom, and Sweetie Belle, felt their lungs burn and their manes filthy with dust and sweat. They managed to keep the wolves from getting too close by dodging and weaving into the brush, which had the added side-effect of getting them completely lost.

Scootaloo, the lightest and naturally fastest of the bunch, chanced a look back at her fellow Cutie Mark Crusaders: "I think we're just running deeper into the forest!"

"Apple Bloom!" Sweetie Belle cried, "I thought you knew your way around this place!"

The young Apple family filly huffed, "It's not like 'ah got the whole place mapped out! And I'm navigatorin' under duress!"

Behind them, the lead Timber Wolf of the four barked, the anticipation of feasting on tasty, tasty pony flesh making it ravenous. It lunged forward, and snapped it's jaws after Sweetie Belle's tail. The little unicorn let out a piercing scream as the growl of the rapacious beasts got chillingly close.

Not very far away in the forest, another unicorn was beating through the bush at full gallop, the dense vegetation not slowing the stallion down for a second. His saddle bags thumped against his grey furred body, and his ultramarine blue mane suffered the thorns and tears of the wild flora. His teeth grit and nostrils flared, he sped along, the icy blue of his irises deftly picking out obstacles and pitfalls in the darkness. He knew that based on the pitch of the scream, it was a young filly in trouble, and the type were not known for being able to outrun much.

The CMC ducked under a low branch and broke through a wall of leaves, racing just ahead of the wooden pack. The timberwolves vaulted the branch without breaking stride. They knew exactly where the immature ponies were heading, they had been carefully steering them out into the open this whole chase. The lead wolf gave the equivalent of a grin, soon they would run their prey down.

Scootaloo gasped as she saw where their blind scampering had led them. Coming out of the bush, they had entered a narrow path, with walls of impenetrable thorn brush on either side. The track was inescapable. "Hey! Maybe we're in a dream again!" She concentrated, trying to grow her wings out to gross proportions. She opened her eyes, and saw that nothing had happened. "aaawwww…"

"I appreciate the thought" Sweetie Belle offered with a bitter smile.

"Look! There's another one!" Apple Bloom yelled, motioning towards the far end of the path.

Ahead of them, a single figure raced down the trail on a collision course.

Scootaloo brought her naturally adept eyesight to focus, and saw that it was actually a stallion coming to meet them. "That's no Timberwolf! That's a unicorn!"

"yeah but what're they gonna do against these things?" Behind Apple Bloom, the Timberwolves were swiftly closing the gap, the grunting of their breath raising the hairs of her mane.

"Hey mister! HELP US!" Sweetie Belle screamed, tears of fear streaming from her eyes.

"GET DOWN GIRLS!" The stallion yelled, his eyes already narrowed and focused on the threat behind them.

"Say what?!" Exclaimed Apple Bloom, incredulous at the command. The CMC and the strange stallion were only meters apart, the walls of thorns preventing anything but a game of chicken.

"I SAID, GET DOWN!"

The CMC lowered their heads, and went into a synchronized slide just as the grey unicorn vaulted over them. Sneering just as aggressively as the wooden predators, in mid air the stallion's horn glowed in a bright white nimbus, and projected out a transparent construct of a rectangular block.

Unintimidated by the new single opponent, the four Timberwolves raced head-on into the magical construct, where their heads and upper-torsos crumpled as the momentum crushed them against the shield.

The three fillies gaped in awe as they watched the ferocious creatures reduced to a pile of sticks and leaves in a single blow.

"Cool…" Scootaloo spoke in a near whisper.

The unicorn stallion turned to them, his intense irises inspecting the three. "Are any of you hurt?" he asked in a surprisingly soft tone. He could already see that they were covered in scrapes, but any serious injury had to be noted as soon as possible. The Crusaders looked themselves over, searching for any injury that might have gone unnoticed in the flight for their lives.

Sweetie Belle stepped forward, and presented her right foreleg to him. On it, was a relatively sizable cut that wasn't bleeding bad, but needed to be dressed. He took her hoof in his so gently it startled her a little "Let me see that."

As he examined the wound, the fillies examined him. Slightly more muscular than your average stallion, he was otherwise normal, though his beaten and dusty saddle bags betrayed a long and traveled history.

"What's your name little one?" he said, locking his eyes on Sweetie Belle's, the filly held in thrall by the gaze.

"Sweetie Belle." she answered delicately, almost afraid to speak under the brave stallion's observation.

He glanced back down to the cut, then gave her a smile. "The wound is superficial Sweetie, it'll heal without scar, but it does need to be cleaned and bandaged. Hold on, I have some purified water and wraps in my bag."

While he used his magic to rummage through his bags, Apple Bloom and Scootaloo joined Sweetie Belle by her side, still wide-eyed. The bow-haired yellow filly finally got the nerve to speak; "I'm Apple Bloom, and ah ain't never seen a unicorn use their magic like that. what's yer name mister?"

The Stallion chuckled a bit. "Well Apple Bloom, magic, like any other skill can be honed and improved." The stallion switched to searching in the opposite bag, "My name , is-"

"BEHIND YOU!" Scootaloo cried as she pointed a hoof beyond their new protector.

The stallion turned to see the Timberwolves reforming, the unique nature of their physiology allowing them to recover from devastating injury. "Stay behind me girls." he warned, planting himself between the girls and the wolves.

"You can't fight all of them by yourself!" yelled Sweetie Belle, joining her friends as they backed away.

With his horn glowing, the stallion smirked, "Trust me Sweetie, I've faced far worse than these paltry beasts. Watch this."

The wolves pulled themselves together, and fixed their glowing green eyes on the lone pony who braved their gnashing fangs. "That's right…" he said in a low tone, "You keep your eyes on me." The stallion locked eyes with them, his horn pulsing with magical energy. "Every pack has an alpha, and the alpha pulls your strings."

The Timberwolves found themselves unable to look away from the stallion, following the illuminated horn like a mesmerizing medallion.

"I'm your new alpha, I'm the puppet master, pulling the strings." The wolves froze where they stood, their maws agape. "Now obey your master." The hypnotized creatures made no move.

"MASTER!"

At once the four Timberwolves sat on their hind ends, obedient to the command of the unicorn. The three fillies couldn't believe what they had seen, and stared open mouthed at the mysterious stallion as he turned back to them.

"My name is Wanderlust. Let's dress that wound, and I'll take you all home."

 **LATER**

With the sun now completely set, the quartet strolled through the dark forest, Wanderlust's horn serving as a lantern to illuminate the immediate area as he led the group. The fillies walked together, still nervous about getting too close.

"So where ya from Mr. Wanderlust?" Apple Bloom asked, watching as the stranger scanned the edges of the light for activity.

"Wherever I may wander, wherever I roam. I haven't 'been from' anywhere in particular for quite some time little one."

"Well, then what are you doing in the Everfree Forest?" Scootaloo chimed, overcoming her reticence.

"I could ask you three the same thing. I know how to handle myself with dangerous creatures, but you lot are much too young to be playing in these gloomy woods. Tell me, how did you wind-up getting so lost?"

"It wasn't our fault! Honest!" said Apple Bloom said defensively. "Yeah," her orange friend continued, "we were just playing catch on Apple Bloom's farm when those Timberwolves came out of the bush and cornered us!" Apple Bloom nodded, "And then they chased us inta' the forest, where we just got deeper and deeper trying to git away."

Wanderlust didn't like the implications. Predators like Timberwolves were typically very afraid to leave the safety of the dense woodland. Only desperation would make them so bold, or something had enabled them to think it would be safe to do so.

"Apple Bloom, has your farm been allowing the Timberwolves to come onto the property?" he asked.

"Uh-uh" she shook her head, "My sister and Big Mac get on 'em like butter on 'taters!"

"I see." he muttered, making further considerations. Something else pricked at his mind, and he looked back to see Sweetie Belle limping along on her bandaged leg, her face downcast in melancholy, and wincing with every step. Suddenly she found herself plucked from the ground in a white aura, and placed on Wanderlust's back.

"We should keep you off that leg for the night. And you needn't be so grim Sweetie, it'll heal quickly."

"It's not that…" she began, but trailing off in thought. "What is it then?" He asked her, simultaneously watching the spaces between the branches and keeping an eye on his charges.

"It's my sister. I'm gonna show up at home looking dirty and ragged with this cut on my leg, and she's gonna freak out and make a giant deal of it." She huffed, and settled her chin across her forelegs as she laid down.

Wanderlust smiled slightly, endeared to the trivial worries of the girl. "I'll have a talk with your sister, and vouch for your story."

Sweetie Belle scoffed, "Timberwolves are one thing, Rarity is another."

Wanderlust flinched at the sound of the name, " _could fate be that capricious?"_ he thought.

"Your sister's name is Rarity?" he asked casually.

"Rarity, Ponyville's seamstress to the stars!" Sweetie Belle sarcastically announced, waving a hoof around to exaggerate.

"I'm sure your letting your fears get the best of you, and one cannot live in fear."

The group walked along, listing to the ambient noises of the forest. Apple Bloom glanced about as she traveled, a small shiver going up her spine despite the company. "So Mr. Wanderlust, for a stranger, you sure do seem sure of where yer goin'."

"I travel by the stars Apple Bloom." Wanderlust turned his eyes to the stars with contentment, as if seeing old friends. "I know where Ponyville lies in relation to the Everfree, we're not but a few minutes away from the edge of the forest."

"Have you been all over the world?" Scootaloo asked, the awe in her voice drawing out the last word.

"I could walk from one end of the world to the other, with just the stars to guide me." He looked back to the Pegasus filly with a gleam in his eye, "And I have."

Scootaloo and Apple Bloom's eyes widened in wonderment, looking to each other to make sure they had both heard the same thing. "Whoa…." they both said.

Off in the forest, a twig snapped. Immediately Wanderlust stopped, his every sense now geared to pin-pointing the approaching predator.

"Hey look!" Apple Bloom pointed towards a light through the branches. "There's the farmhouse!"

"That's good girls." Wanderlust said, lifting a confused Sweetie Belle off his back. "Because you need to make for the exit on your own."

"WHAT!" Sweetie Belle screamed, "Why?"

"Because we're being stalked, something big by the sound of it. And I can't fend it of properly with you lot so close. So here's what we do, You three run for the edge of the woods, and I'll be behind you. I'll draw it out, an engage it while you get to the farm, understand?"

The CMC looked to each other frightened, too scared to move, yet to scared to stay. Wanderlust glanced from side to side, taking measure of the situation. "Go, now."

The four bounded along the forest path, with something far larger running parallel through the brush to their left. Wanderlust side-glanced, and swinging his illuminated horn, sent a torrent of concussive magical power into the vegetation. The bush erupted into shards and smoke, allowing the unicorn to catch a glimpse of a shape moving through the dust.

He looked ahead, and saw that the fillies were nearly to the exit, the large expanse of farmland opening-up beyond. "Keep going girls!" he yelled, sending another blast of pale magic to the side, "don't stop until you get inside the house!" Skidding to a stop, he watched over his shoulder as the girls made it out into the open. Content in their escape, he turned to issue his challenge.

"You think you're the biggest, baddest thing that's tried to eat me! I've faced the burning whips of the Caledonian Tar Squids! And I've tamed the fiercest Owallawod in the southern seas! You're not the worst thing to come at me this week!"

The bush directly to Wanderlust's left parted, and a Timberwolf with a head the size of a pull-cart leaned through. The stallion narrowed his eyes, and regarded the creature with a bit of respect.

"Clever girl…"

The Timberwolf pounced, all teeth and fury.

In the grassy field just outside the border of the forest, the CMC halted and spun around to watch for any sign of their companion. Apple Bloom nervously glanced over to the farm, and putting her hoof to her mouth, gave out a long, sharp whistle.

Scootaloo squirmed where she stood, "Do you think we should go back and help him?"

Apple Bloom swished her tail anxiously, "He told is to keep movin', but, we can't just leave him in there!"

Several flashes of light pulsed from the murk of the woods, proving that the fight was ongoing. Sweetie Belle watched intently, trembling with every thump and crash that echoed. Then a loud howl rung out, deriving a gasp from the three.

Winona came bouncing up to them, low and growling at the forest.

A heavy thump came next from the shadowed wood, followed by the creaking of the trees as they were pushed aside to make way for a towering predator.

The massive Timberwolf emerged from the forest, nearly 6 meters tall, and searching for it's lost prey. Winona put herself in front of the filly trio, and began barking defensively. The Timberwolf beast turned it's attention to them and loosed a bark of its own. The Apple family dog whimpered, cowed herself by the monster.

The girls backed away carefully, instinctively not wanting to invite a chase if they ran. Scootaloo gulped audibly, and Sweetie Belle began to whine, the tears in her eyes distorting her vision.

Down at the farmhouse, AppleJack and Big Mac dashed out of the door, wide-eyed and agitated by the terrible noise. "That's gotta be a Timberwolf! Biggest 'dern one ever been by that sound!"

"Eeyup!" exclaimed Big Mac, pointing a hoof to where the moonlight revealed an immense form at the edge of the property. "Apple Bloom!" AJ cried as they galloped as fast as they could towards the ravager of the Everfree.

The Timberwolf took its time plodding towards the tiny fillies, savoring the hunt. It's luminous green eyes peering down, seeing only a snack barely big enough to pick it's teeth with.

"If we run, it'll catch us!" Scootaloo whimpered.

"If we don't, it'll catch us!" Apple Bloom finished.

The wolf tensed it's legs in preparation to pounce, but something within its body moved, and caused the beast to bellow in confused pain. It thrashed it's head, and snarled at nothing in particular, the internal conflict making it go mad.

Behind her, Apple Bloom could hear her big sister and brother calling out to her, but she couldn't take her eyes off the pained predator.

Smoke began to seep out from the abdomen of the wolf; its cries becoming more and more intense as it stopped moving and could only wriggle in place. From the belly of the beast, an orange glow started to expand, the distinct smell of burning wood becoming more potent.

The Timberwolf threw itself on the ground, mewling and pawing at the dirt. AppleJack and Big Mac caught-up to the girls, both amazed at the sight before them. AJ was immediately reminded of the enormous wolf that once nearly claimed her, if not for the fortuitous rock-slinging of Spike.

"AppleJack!" Apple Bloom pleaded, "You gotta help! He ate our friend!"

"If he did, I reckon he's giving that critter some powerful indigestion!"

With smoke now pouring out of the Timberwolf's body, it let loose one last strained howl, before a storm of fire burst from it's stomach and blew the creature apart. AppleJack and Big Mac threw their bodies over the fillies as flaming splinters rained down over the field, the girls screamed, fearing the worst for their late protector.

When the chaos had ended, AppleJack looked to see nothing but a cloud of smoke where the Timberwolf had been. "Tarnation…"

"Eeyup…" her brother responded.

The group strode forward among the haze and scattering of burning wood. Spotting something in the epicenter, the CMC raced ahead of their elders. "Hey!" AppleJack scolded to no avail, "Don't- uh!"

When Applejack and Big Mac found them, they were surrounding the motionless body of a grey unicorn stallion laying on his back, his horn still sporting a flicker of fire. AppleJack took her hat in her mouth, and used it to fan away the smoke.

"Mr. Wanderlust! Mr. Wanderlust! Are you alright?" cried Apple Bloom, prodding his chest with her fore-hooves, while Scootaloo tugged on his leg.

Sweetie Belle approached the side of his head, her pale green eyes searching for any sing of life.

 _*cough-cough*_ the CMC let out a happy gasp as Wanderlust fought to get air back in his lungs. He opened his eyes and the first thing he saw was Sweetie Belle's anxious face. "Well, now I've been inside a Timberwolf, a Hippo, and a giant sloth." _*hack!*_

"Come on partner!" exclaimed AppleJack as Big Mac used a single leg to help Wanderlust to verticality. The unicorn wobbled a bit, shaking the debris out of his mane.

"He found us in the woods and saved us from getting eaten by a pack of Timberwolves all by himself!" Scootaloo championed, bouncing at his side.

Apple Bloom bounced on the other, "And then he fought the big one, and got ate!"

AppleJack approached, friendly but still a bit wary. "Just how'd you get out of that thing anyway?"

Wanderlust glanced upwards and seeing the tip of his horn was still burning, blew it out. "An old fire spell. Comes in handy in the strangest of places."

"Well Mr. eh, Wanderlust, why don't cha' come back to the farmhouse and get cleaned-up?" the farmer offered.

Wanderlust cracked his neck from side to side, "I'd like to very much friend, but I've already made a deal to see this little one home." he looked down at Sweetie Belle's smiling face.

A bit later, on the walk back to Carousel Boutique, Sweetie was once again sitting on Wanderlust's back as the pair strolled through town.

"Wanderlust?"

"Hmm?"

"Is it true that you traveled the world by the stars?"

"Absolutely." once more, he gazed up to the blinking lights in the night sky, "I've spent my life looking at the stars, when I see one twinkle, I think of it like a musical note."

"like a song?"

Wanderlust smiled, "very much so."

Sweetie Belle took her own measure of the distant lights, trying to imagine notes being struck as each one flashed. "Could you teach me the song?"

"I'd be happy to Sweetie."

Approaching the conspicuous structure, Wanderlust readied himself to meet one of the former bearers of the Elements. "I take it this is the boutique?"

"Yup" she answered, being placed back on the ground. "My sister can be a real drama queen, so just, don't take it personally."

"Trust me, I'm no stranger to dealing with over-the-top siblings."

Sweetie Belle got up to the door, and was about to push it in when the door flung open, with a furious Rarity glaring down and her little sister. "Where have you been! _*gaaasp!*_ you look absolutely horrid! Get in here this instant and go straight to the bathroom to clean yourself!"

"Ah-hem."

Only now did Rarity look up to the stallion, who met her widening eyes. "I'm afraid Sweetie Belle and her friends were the victims of a Timberwolf attack, which got them lost in the forest. Fortunately I was nearby, and got them out of harm's way. The farmer Applejack can also attest to the story, so please, don't be angry with the little one."

Rarity was stuck for words, he wasn't as tall as Big Mac, but his muscles were toned, and his demeanor exuded confidence. But what caught her the most, was the intensity of his eyes, the way they sparkled with intelligence.

She was frozen for a moment, until Sweetie Belle poked her leg. Startled out of the stupor, Rarity shook her head and softened her expression, blinking as if her sister had just appeared from nowhere.

"Um, I'm so sorry dear, please forgive me, I just got so worried. Come in and clean yourself-up, and I'll be along to give you some fresh bandages."

Sweetie Belle cantered into the house, and gave the stallion a look back; "Goodnight Wanderlust, thank you!"

He smiled, "My pleasure Sweetie, I'll see you again soon."

Sweetie Belle made her way upstairs to the living quarters, leaving Rarity and Wanderlust alone.

"So, um, Wanderlust, I've never seen you in town before, are you new here or just passing through?"

The stallion peered into her eyes, appraising the mare before him. "I've passed through many places, but the time has come to settle down. I've heard that Ponyville is a nice place to make a home."

"Oh it certainly is!" she chuckled, twirling her mane with a hoof. "are you looking for a place to stay?"

"AppleJack offered to rent me a spare room at the farmhouse, but something closer, or even in the village would be ideal."

Rarity gave him a look over, his rugged appearance certainly looked like lived in a barn, but something tugged at her. "No need for that! You can stay in my spare room! No doubt you'll be more comfortable than in some filthy barn."

He grinned, and stepped inside. "Thank you. You are most generous miss Rarity."

"I am known for it." she laughed, trailing him in. " _So I've heard."_ he mused in his mind.

He used his magic to lift his saddle bags and place them on the floor, where they landed with a heavy thud. Rarity grimaced when she heard the impact. She then noticed the stranger's cutie mark, the icon of a compass rose.

"So traveler, have you come far to reach our little hamlet?"

Wanderlust raised an eyebrow at her choice of words, "forgive me if this sounds cryptic, but one could say I've gone near and far to get her."

It was now her turn to raise an eyebrow, which he matched with a chuckle, "Yes, in other words, I've come very far."

Rarity exhaled lightly, put at ease by the humor. "Well I'm sure you can tell me all about it in the morning. I'm going to check on Sweetie Belle and prepare the guest room. Please, make yourself at home."

Though she couldn't see him as she cantered up the stairs, her last words had struck him to the core. He stood there, just as still among the display mannequins dressed in Rarity's newest outfits. Fixed on the wall was a framed picture of Rarity and Sweetie Belle, hugging and laughing. Wanderlust stepped over to the picture, seeing his own regretful reflection in the glass.

"Home…"


	4. Chapter 3: Webs We Weave

**Canterlot Castle**

The light of Luna's orbital trust shone in spectrum through the stained glass windows, rays of pastel colors playing across the walls of the castle. The Diarch of the day strolled through the throne hall, the window scenes frozen in motion passed over her white fur, distorting their features.

Twilight's innocent discovery had unsettled Celestia, so much so, that she had been unable to put the matter out of her mind since. The affair with Thule, and Prince Æclypse in particular was a shame in the history of Equestria, and for her personally. One of the few times when she had to admit to herself that she had failed. But she also knew that she was in the right, and the blame for what happened was not hers to bear.

Still, Twilight could not have the proper context to understand why things happened the way they did. This is what she told herself to justify inhibiting the junior princess, that Celestia had to make sure Twilight didn't jump to conclusions.

Celestia paused, and glanced over to the window that portrayed Twilight and her friends defeating Nightmare Moon. The image of the villainous Alicorn reminding her of another personal failure. As she stared at the artwork a more distant memory occurred to her, one that hadn't had cause in centuries. She remembered watching Prince Æclypse leaving the Thulian throne hall for the last time, and the look in his iridescent eyes, prideful as ever as he turned back to speak his last words to her.

" _I pray the day never comes, that you be forced to raise arms against your kin."_

The pain in his voice as he spoke, betrayed to Celestia that the bidding was not just a retort to the cause of his exile, but a prayer, his own unpretentious plea that the Alicorn's never turn on one another.

Thinking of it now, with millennia of hindsight, it seems that even then the warning signs were showing. Perhaps she had been too blinded by her own indignation and worries to see the gesture for what it was. Æclypse had given her a forewarning, and her refusal to listen was a yoke of fault that lay squarely on her shoulders.

But the depiction that loomed over the hall was not just one of defeat, but of liberation, of restoration. Luna's curse had been lifted and their sisterhood reunited, after a thousand years of regret and remorse. Even Discord, who was once feared for his maniacal and tyrannical subjugation of Equestria had been reformed, mostly. So perhaps the time was coming for this bit of history to come into the light.

 _Why did Twilight have to be so bloody curious?_ She thought to herself. Hopes aside, she had to make sure this didn't get out of hoof.

The double doors at the hall's main entrance opened, two guards at either side to hold the doors back. Between them stood a single stallion guard, his blue mane groomed smooth as it poked out of the top of his helm. He approached Celestia with a soldier's stride, and presenting himself to her, offered a sharp salute.

"Flash Sentry, reporting as ordered your highness."

Celestia dismissed his formal salute with a wave of her hoof, the guards at the entrance closing the doors. Left standing alone in the royal hall with the supreme ruler of Equestria, Flash was visibly nervous in the company of the Alicorn. The Pegasus ruffled his wings, feeling uncomfortable.

Celestia reassured him with a smile, "please relax Flash, you're not in trouble or anything. Follow me."

Flash exhaled, and fell in step when Celestia turned and began walking back along the length of the hall.

"How are you enjoying the 3rd shift?"

Flash fumbled for a answer to the highly unexpected question, "It's peaceful, Your grace."

"Good." she responded, aware of how painfully awkward this must be for the young stallion. "there is something I need to ask you Flash, and please be truthful."

"whatever you ask Princess."

Celestia paused as she approached the throne on the dais. "I've noticed the gleam in the eyes whenever you and Princess Twilight catch sight of each other."

Flash visibly shrunk back, afraid to say the wrong thing, but uneasy with voicing how he felt. "I, uh.."

"It's fine Flash, I think it's cute as a matter of fact." His cheeks blushed under her inspection, despite the obscuration the helmet offered.

"It's because I believe you to genuinely care about her, that I have you in mind for a, rather delicate task."

"What… What would you have me do your highness?"

Celestia took a deep breath, "Recently the Princess has stumbled upon a bit of history in the library, that… I'm not ready to explain to her just yet. I need you to, how should I say this, keep an eye on her and let me know if she tries to investigate anything having to do with a Prince Æclypse, or a Kingdom of Thule."

Flash Sentry found himself further off-balance, the request seemed so strange coming from the kind and patient Celestia. "You want me to… spy on Princess Twilight?"

Celestia flared a bit at the way he put it, but she couldn't argue that he wasn't technically right. "Essentially yes, but, it's not out of distrust you must understand. Twilight tends to let her curiosity get the better of her."

The Pegasus guard cast his eyes across the floor, as if some rescue from this predicament could be found on the carpet. "Your majesty, I'm a soldier, not some secret agent." he pleaded.

She appreciated his reticence, but having someone trustworthy keeping an eye on Twilight would go a long way to easing her mind on the issue. So she offered him the same reassuring smile she had shown to a thousand different ponies, "I'm not asking you to skulk in the shadows dear, I can tell you've been wanting to find a way to spend some time with her, and now's your chance."

It was true enough, even when Twilight was visiting Canterlot, it was near impossible for them to run into each other. So even if he found this mission unpleasant, it was a chance he'd been wishing for. "If… if you think this is what's best your highness."

The second time tonight she heard the phrase, and both times it made her cringe. "It won't be for long, Princess Twilight will only be here another night. After that, the task will be complete. She has already gone to bed for the night, so I would like for you to simply take a position guarding the library, just in case she hungers for some late night reading. Then tomorrow, after your rest, you can begin your mission."

Celestia awaited his next nervous objection but none came, instead, he came to attention, and offered a salute. "Yes, your Majesty."

"May the rest of your night be uneventful then." she bid him, before Flash dropped his salute and turned to leave.

"Oh, and Flash…" The guard stopped, and spun around at attention. "Your Highness?"

"Your mission stays between you and I, that's an order."

"As you wish." Flash complied, a sliver of the nervous tone back in his voice.

Celestia watched the young Pegasus as he left, and she felt his discomfort for the job. She turned her gaze to another of the stained glass windows that lined the lofty hall, this one striking a particular chord with how she was feeling. Floating above his hapless marionettes, Discord tormented ponies as they wailed under his cruel laughing face.

Normally she saw her orchestrations as vehicles for others to achieve, and overcome their limits. Tonight she felt like she was washing down a crime scene, covering-up her own misdeeds. She believed, she knew, that she was doing the right thing. But if that were true, why did she feel so terrible?

 _I see there are still things for me to learn, even after all these centuries._

The weight of her thoughts and of the hour forced a pang of tiredness across her face, and she yawned, putting a hoof across her face. It was getting late, and she needed her own rest in time for dawn and morning court.

The snow-coated Alicorn headed for the less advertised door hidden behind the dais by the full length red curtain, a much more direct route to the royal chambers.

But her departure did not go unnoticed. Watching Celestia's effervescent tail disappear through the partition from the upper gallery, Princess Luna stared at the empty space with narrowed eyes of confusion.

 **MORNING**

 **Carousel Boutique**

The warm touch of sunlight filled Sweetie Belle's colorful room, the unicorn filly stirred under her green blanket, a sigh of contentment escaped her as she turned over. But a trickle of laughter from downstairs roused the girl, and her eyes sleepily opened. The sound of her sister's giggling drew her attention, and a smile crept across her face with the remembrance of their house guest.

Sweetie Belle quietly made her way down the stairs, desiring to eves-drop on whatever conversation they could be having for Rarity to laugh so, she spied on the kitchen from a position on the staircase. She saw her sister sitting at the kitchen table, a cup of coffee in her hoof, she flicked her hair as she giggled again to something Wanderlust was saying. He was using his magic to wiggle a skillet back and forth on the stove, wherein a pancake with swirls of red and blue cooked.

"So I asked the guy again, 'are you sure you wouldn't rather have the three bits'? but he says: 'No! you want cross river in boat, you give sandwich!" Wanderlust phrased the response in a strange, terse accent, mimicking one that apparently didn't share the common tongue with Equestria. "So, since I wanted to get away from Mooscow sooner rather than later, I gave that grizzled old Kostroma my lunch, and he ferried me across."

"Well at least you got to keep your bits then right?" Rarity questioned, watching as he flipped the pancake.

"I could have spared him a dozen bits for the ride, that sandwich was special made for me by a particularly intoxicating Mooscovite mare, and I really, really liked her baked garden & field sandwich." Wanderlust levitated the finished pancake onto a plate, and poured the batter for another into the pan.

"So, if this mare was so intoxicating, what had you fleeing Moosow so urgently?" Rarity asked coyly, taking a sip of her drink.

"Her husband." he answered, without a trace of shame. Rarity's sip caught midway down her throat, but went down after a hard swallow. "Oh my."

"In my defense," he started, making sure the cake didn't stick, "I didn't know she had a husband until that first shot whizzed through my mane."

Despite herself, Rarity couldn't help but chuckle at the indiscreet admission. And while she enjoyed the laugh, Wanderlust smiled; "yes, those pellet wounds can be quite nasty." he mused to himself.

"Pellet wounds?" she asked incredulously.

The slip of the tongue caught him off guard for a split second, but laughed it off just as quickly, "Ah, yes, apparently he was quite the antiques buff."

From her spot on the stairs, Sweetie Belle could smell the fruity aroma of the breakfast, she could tell there was blueberry and strawberry mixed into the batter. Still famished after the moonlit flight, her tummy rumbled, the food smelled so warm and flavorful.

"It smells so good!" she exclaimed as she bounded the rest of the way down the stairs and into the kitchen. Both adult unicorns turned to smile at her, and for a moment they let the image stand in their minds.

"Just in time then." Wanderlust happily spoke, his magic moving a platterful of pancakes over to the table.

"Oh they do smell simply divine!" the alabaster unicorn purred, taking a deep whiff as the plate was set down in front of her. The cakes were swirled in an elegant pattern of interlocking red and blue, as visually appealing as the aroma.

Sweetie Belle bounced into her chair, eagerly awaiting to be served.

"The trick…" Wanderlust began, simultaneously levitating plates, utensils, napkins, and pancakes through the air, in a synchronized storm of objects. "is to keep the cake from sticking to the pan, that way both sides avoid being darkened, saving the design."

"Neat!" Sweetie Belle said, sitting up to get a better look, "did you use some kind of mixing spell to get them like that?"

"a toothpick actually. Sometimes art requires a personal touch."

"I couldn't agree more." said Rarity, as the table was set before them. She took a fork in her magic, but Wanderlust parried her with the syrup bottle.

"It's not quite the decedent syrup one might find in Saddle-Arabia, but, warmed up, it'll serve fine enough."

Placing a thick, fluffy pancake on each of their plates, Wanderlust squeezed a portion of maple sauce for them, using his magic to shape the syrup into a prancing unicorn.

Rarity tittered, "oh how delightful!"

"can I eat it now?" Sweetie Belle asked, pleading. "Dig in." the stallion enjoined, and all three took their first bites.

Wanderlust took a bite and chewed contently, satisfied that he had not lost his touch, but when he looked to see if the girls were enjoying it, he was a bit surprised. Sweetie Belle sat there with the fork still in her mouth, apparently dumbstruck. Rarity was a little better off, she had managed to put her fork back down but simply stared ahead, her forehooves down by her side.

"Rarity? Are you ok?" he asked, his concern growing.

"I, uh, I need a moment." then her eyelids dropped halfway, and she leaned forward slightly.

"Where did I pick those berries?" Wanderlust glanced over to his saddle-bags, trying to remember where exactly he'd gotten the berries he used.

"I can taste colors…" murmured Sweetie Belle.

A bit later, after the Belle girls had recovered and Sweetie joined her friends for school, Rarity walked beside Wanderlust as she toured him around town. "And that delectable looking house over there is Sugar Cube Corner, run by Mr. and Mrs. Cake"

"I take it that confectionery construct is a bakery of some kind?"

Rarity chuckled, "Well it's not exactly subtle now is it?"

They strolled into Market Row, where ponies set-up their push carts to sell their various goods. Displays of produce, tools, and various odds and ends lined either side of the street, the village bazaar bustling with customers. Wanderlust glanced about, happy to see the activity of the small community. Rarity, who walked a step behind him, bit her lip trying to muster the courage to express what she had on her mind.

"You know I uh, I never really thanked you properly for saving Sweetie Belle."

Wanderlust craned his neck as they walked to face her bemused by the admission. "I'd hate for you to think that I saved those fillies from the Timberwolves for some recompense."

"Oh no, I was just um, thinking that I could perhaps make you something, some new saddle bags maybe? The ones you're wearing have, shall I say, seen better days?"

Wanderlust knew perfectly well that his bags were not easily replaceable, but she was right, enchanted as they were, their service days were coming to an end. The bottom corners were worn nearly to threads, "Hmm, I tend to be sentimental about some things, buuuut I guess I could use a new set."

"Oo-hu-hu, I already have a fantastic design in mind!"

The day was pleasant, and Wanderlust was enjoying the outing, and in no small part due to the company. So far his estimation of the Element bearers was correct, if not a disservice. The brief meeting with AppleJack allowed him to take his first measure, and so far his time with Rarity was proving that these small-town mares were the real deal. Perhaps what he had heard wasn't too good to be true?

Rarity noted the sudden silence from her companion, and fearing he had lost his interest, she used her magic to adjust her mane, and tried a different vein. "Sweetie Belle certainly seem to have taken a shine to you."

This got his attention, as Wanderlust found himself tugged on by the thought. He was glad to be a friend to the little filly, but there was something about the mares situation that seemed odd to him.

"She's an adorable girl, which makes me wonder about something if it's not crossing a line?"

"What is it?"

"I was wondering why she was living with you, where are your parents?"

Rarity was visibly taken aback by the question, and Wanderlust paused, "If it's not something-"

"It's alright dear," she cut him off, her chipper attitude giving way to demured optimism. "You see, I was already living on my own when Mommy and Daddums had Sweetie Belle, and her birth apparently came right in the middle of their enjoying the golden years. Eventually I guess they wanted to pick up where they left off, so before embarking on an grand road trip across Equestria, they asked me to look after her."

"How long ago was that?"

"A bit over two years ago, a few months before her 5th birthday." Rarity finished by giving him a hopeful smile.

Wanderlust looked to her with concern. The mare loved her little sister, but the burden of having her parents dump their youngest on her while she was still getting her own life established stuck him as ignoble, callous even. And he did not like the taste of it one bit. His face twisted with a frown, that Rarity saw immediately, "Oh, but I'm sure they're planning to come back home and settle down before long."

"It seems to have been quote long already. Have they given any sign of their desire to return?"

"Not as such, no…" Rarity said, rubbing her chest with a hoof, "but they do send their postcards every few months, checking in on how we're doing."

Again, Wanderlust peered into her eyes, finding only wearied hope. "Well, it's good then that she's with somepony who cares for her so dearly."

"But of course." Rarity said a bit defensively, "she's my little sister, we're family."

Wanderlust gazed away, mulling a thought. "Family has always been very important to me."

Rarity seized the moment to break-up the tension in the conversation, "Where is your family from? Are there any near to Ponyville?"

Wanderlust was caught totally off-guard by the question, and stared at her for a moment lost for an answer. Finally his wits returned, and he constructed a semi-truthful reply. "I come from an old family, we used to live in the north, but, the climate became inhospitable. Sadly I am the last of my kin."

"Oh". Rarity felt even worse, and suddenly the lovely day had become quite uncomfortable.

"But enough of our pasts, come, you must regale me with gossip about all the obscure day-to-day goings on with your friends."

"Oh you!" she scolded, thumping her shoulder into his, her spirit revived. "that reminds me, I have my weekly lunch date with Fluttershy at the spa today. So I'm afraid you'll have to fend for yourself awhile."

Wanderlust returned the jovial mood, "I think I can manage, plus I should stop by and see AppleJack."

"Well, be back at the boutique for dinner, you simply must try some of my cooking. Oh, you wouldn't happen to have any more of those berries _would you?_ " she asked, batting her eyelashes.

"ahhhhh, _that's_ where I got those berries." Wanderlust jostled the bags on his sides, listening for the tell-tale noises. "I think I have a few left." he said with a sly grin.

Rarity smirked and turned to walk away, brushing her tail across his chest in the process. "maybe we can have them for desert then. Ta." She spoke the last word melodically, as if to tease him.

He watched her leave, a single eyebrow raised. "This is turning out _much_ better than I anticipated."

Wanderlust swung his head around to continue his discovery of the town, but when his head came forward, he found himself nose-to-nose with the blue eyes of a pink mare. "Oh, hello."

The mare jumped twice her own height into the air, gasping as if in mortal shock. In a flash she zoomed over his head, off to wherever. Wanderlust stood there, staring at in the direction she had gone.

"PINKY PIE YOU GET BACK HERE!"

Another object raced over his head, chasing after the pink mare, this one leaving a trail of rainbow colored light behind it.

"Pinky Pie?" Wanderlust said to himself, questioningly. Then it hit him, "Pinky Pie! Rainbow Dash!"

He looked to the skies, and smiled. "The gods are having their fun with me now, aren't they."

 **PONYVILLE ELEMENTARY**

By midday, class was humming along just like usual. Ms. Cheerilee's lesson on local plant life was generally interesting, though her admonishment that Poison Joke was in fact no joke at all was the point she drove home. The teacher sat at her desk, going over papers that needed scoring. This left the class open to their own antics.

Rumble tried to focus on his work, but couldn't help but look over when ever the earth-pony fillies Sunny Daze and Peachy Pie giggled. The girls sat next to each other, and took every opportunity to pass notes between them. Every so often, Sunny would glance back in his direction, then turn back to her friend and giggle. The bluish-grey Pegasus colt didn't quite understand why he found the attention so interesting, he just knew he liked the way she looked at him.

A crumpled wad of paper struck him in the head. He looked over to see Scootaloo and Applebloom having a stifled laugh.

"Got him right in the head!" the apple filly chuckled.

"totally." Scootaloo agreed.

Rumble's face furrowed in irritation, but he didn't have long to ponder his resentment. The school bell rang, and everyone got up from their seats.

"Alright, recess everyone!" Ms. Cheerilee announced, the class making their way out to the playgrounds.

Outside, Rumble was making his towards the training steps, set up in front of a thick cushion for pegasi foals to practice flying.

"Rumble! Wait up!"

Beside him, Shady Daze, the blue brother of Sunny Daze trotted up, "hey Shady, are you remembering a lot of this stuff about flowers?" Rumble asked.

"I think so, but sometimes I get confused on what's a plant, and what's an animal." Shady said, looking to the ground.

"Yeah, I though the same thing when she talked about fruit bats. They look like strawberries, but their bats."

The two went silent for a moment, before Shady perked his head up; "We got some weird animals around here."

"talkin' 'bout weird animals are we?" came Pipsqueak's Trottingham accented voice, as the patchy earth pony joined them.

Rumble chuckled, "yeah, maybe living next to the monster filled Everfree forest isn't such a great idea!"

The three colts shared a laugh, and it was then that Shady Daze spied Sweetie Belle across the yard with her usual companions. She seemed to be in a strange state, with Applebloom and Scootaloo asking questions. "Hey, where's Button? His mare-friend over there is looking a little weird herself."

Again, they laughed at the comment, knowing full well that Button Mash hated when they made fun of his crush on the unicorn filly. Rumble took notice of how occupied Applebloom was.

"you guys wanna help me out with something?" Rumble said, eying the training steps.

Shady and Pip shared a mischievous glance; "What do you have in mind?"

Atop the training steps, about as high as an adult pony, Rumble and Shady Daze got a good look at their target.

"Seems like a long way to go just to get her back for a wad of paper." Shady said, raising an eyebrow.

"Probably" Rumble answered, "but I can't just throw it back at her, I gotta out-do her." He tried to get the best measure of the distance as his could, his tongue sticking out from the side of his mouth as he concentrated. "You just gotta buck me hard enough, I'm pretty good at gliding."

"If you say so."

On the ground, Pipsqueak went ahead and got the plan rolling. He approached the CMC, looking as curious and chipper as always.

"Hey Applebloom, I heard you got attacked by a giant Timberwolf last night!"

Applebloom turned to him surprised, "Yeah, how'd you know about that?"

Scootaloo shortened her neck slightly, looking apologetic, "I… might'a bragged about it a little this morning before class."

With all the fillies distracted by Pip, Rumble and Shady prepared themselves for the finale. "Here we go!" Said Rumble before taking a crumpled paper ball in his mouth. He flapped his little wings, which got him just enough elevation. Shady leaned forward on his forelegs, waiting for his friend to move into position. Rumble guided himself over behind Shady, who raised his rear legs up to press against the Pegasus' own.

"Good luck!" the earth pony encouraged, just before he pushed away with all the junior strength he could muster. Which proved to be plenty as Rumble was sent sailing on his way.

Pipsqueak, seeing that the bombardment was oncoming, kept the attention focused on him. "How'd you get away?" he asked, not disingenuously.

"This stranger came out of the woods and smashed them all with his magic!" Scootaloo boasted, buzzing a few inches above the ground. It was now that she caught movement in the corner of her eye, and saw Rumble bearing down on them.

Acting as quick as she could, Scootaloo threw herself in between her friend and the descending Pegasus. The whole process played itself out in slow motion, as Scoots closed her eyes, and loosed a drawn-out "nooooooo!". Seeing the opportunity quickly evaporating, Rumble dropped the paper bomb, aiming for the back of Applebloom's head.

Sweetie Belle's eyes widen in shock as she watched Scootaloo take the hit for their friend, Scootaloo taking the paper missile in the abdomen. The orange Pegasus crashed to the ground on her back, splayed out and unmoving.

As Applebloom, Sweetie Belle, and Pipsqueak gathered around the fallen Scootaloo, Rumble landed, he and Shady joining the group.

As the five foals gazed down at Scootaloo, Pipsqueak got visibly nervous, and he cast an accusatory hoof at Rumble; "I didn't sign on for this! You said no-one would get hurt! You went too far!"

Pipsqueak turned and fled, leaving the others confused. Sweetie Belle craned her neck over Scootaloo's face, "being a bit dramatic aren't you?"

Scootaloo opened her eyes and blinked, "I probably could'a just knocked it away huh?"

Applebloom faced Rumble with a smile, "Hey that was a pretty good idea to get me back, wanna come play with us?"

"Sure!" The young Pegasus agreed, running after Applebloom as she headed towards the collection of beach balls. Shady gave Scootaloo a hoof to help her up, and she responded by leaping over his back, and jabbing him in the shoulder.

"Tag! You're it!"

"Hey!"

As Scootaloo and Shady Daze scampered off to their game of cat-and-mouse, Sweetie Belle started to follow, but instead, cast a side-glance over to another group of foals playing on the hop-scotch grid. She could have sworn that one of them had been watching, but now, they were all focused on the game. Sweetie Belle shrugged, and cantered off to join her friends.

Over on the hop-scotch grid, a dull green furred colt with a mane and tail of mixed light and dark shades of grey, watched as Sweetie Belle left, his eyes narrowing.


	5. Chapter 4: What's not to Trust?

**PONYVILLE DAY SPA**

The ambient music of the spa rippled out through the dozen or so speakers placed to maximize sound saturation.

Fluttershy lay across a cushioned lounge chair, swaddled in a soft white robe with furry pink trim, and her hair bundled in a matching towel. She was reading a magazine contentedly, when the chime alert of the front door went off, and she looked up to see Rarity enter, wearing her typical broad-brimmed sun hat.

Humming to herself merrily, Rarity place her hat on one of several hooks that lined the wall. With a glow about her, Rarity saw where Fluttershy sat and went to join her.

"The usual please." she announced to Aloe and Lotus Blossom, the earth pony mares who ran the spa.

Fluttershy watched her fiend go behind the folding wall to done her personalized robe that she was afforded for being such a regular customer. "Oh my, you seem cheerful today." she said to Rarity as she got dressed.

"Well, it's just such a lovely day dear." Rarity purred, trotting her be-robed self over to join her friend. "I just feel like today is going to be a great day!" She continued to sing to herself just under her voice as Aloe placed her hooves into a foam rack to be serviced.

Fluttershy tried to glance back down at her reading material, but something still bugged her, there was definitely something different with Rarity. As the unicorn laid back and allowed the attendant to do her work, Fluttershy examined her friend's face closely, trying to figure out what it could be. "Did you get another celebrity client?"

"Not recently, no."

"Are you on the verge of a new seasonal line-up?"

"That's still a few weeks away."

"Are you… going for another trip to Manehattan?"

"Not until Spring." Rarity finally faced her friend with an amused expression, "Fluttershy really, there's nothing off with me."

Fluttershy felt stymied, but still the itch persisted. She racked her brain for a reason Rarity could be so bright. Then a perfect fit popped into her head. She covered her mouth with a hoof as she attempted to stifle the excitement.

"Did you meet a new stallion!?"

At this, Rarity finally blushed, doing all she could not to burst out. "Maybe."

Fluttershy gasped at the indirect admission, nearly toppling over as she leaned her body onto Rarity's chair. "How did you meet him?"

Rarity bit her lip, unable to contain herself. "Well, he just sort of, showed-up at my door."

"Oh my…" Fluttershy muttered, reverting to her timid posture.

"Apparently Sweetie Belle and her friends were being chased by some Timberwolves,"

"Oh no!" Fluttershy cried, shrinking into her seat.

"He intervened, and escorted them safely home."

"Really?"

"Or so Sweetie Belle tells me, I'll have to talk to ApplaJack and find out what she saw. But I'm sure she'll confirm everything."

Rarity imagined Wanderlust poised between the girls and the snarling wooden beasts. Romanticized in her mind's eye he was daring, stout of chest, his mane flapping in the wind, an indomitable gleam in his sparkling eyes.

"Rarity?"

With the fillies cowering behind him, he parried the advance of a

Timberwolf with a shot of magic, blowing its upper body apart.

"um, Rarity?"

Engaged with the other two wolves, he reared-up and defiantly smashed a hoof into the maw of one, stabbing his magically charged horn into the breast of the other…

"Rarity!"

Rarity turned her face back towards her friend, "Oh! I'm sorry dear, I'm afraid I was daydreaming."

This raised Fluttershy's eyebrows, "gee Rarity, I haven't seen you crushing on somepony like this since Trenderhoof."

"Oh, he's nothing like Trenderhoof at all." Rarity waved her hoof in the air to dismiss the comparison.

"Really? What's he like? Is he rich like Prince Blueblood?"

Rarity found herself stuck for an answer, realizing that she had gleamed very little information from him so far. In fact, she knew nothing except that was a skilled cook and mysterious. "Well… his name is Wanderlust… he's very well traveled, doesn't seem to want for money… and ah…is looking to move into town."

Whoever this new guy was, Fluttershy thought, Rarity sure was smitten with him. Unusual for her, since she typically went for the rich and famous kinds. If it was true that he was brave enough to face Timberwolves, then he was indeed a different breed than the previous targets of Rarity's affections.

"Oh, he sounds…um, nice." Fluttershy put together, politely as she could.

"I know it's all very sudden Fluttershy, and he's not ostentatiously wealthy or illustrious., but there's just something so enchanting about him."

Something in Fluttershy stirred, a feeling of unease. This strange pony was getting Rarity wrapped around his hoof in no time, and moving into town? Fluttershy was known for being wary, but she hadn't even met this stallion yet and already he was worrying her. Then again, maybe she should trust in her friend's judgment, after all, Fluttershy spent her time with animals, what did she know about romance?

"Well Rarity, if he's ok by you, then I'm sure he's great."

Rarity accepted her friends approval, though now confronted by the objectively hasty tempo of her attraction, she found herself considering just how much she should trust this nomad. What was he really in Ponyville for?

 **SWEET APPLE ACRES**

As Wanderlust moseyed along the road, fields of apple trees on either side, he enjoyed the peaceful day, thinking to himself. So far his expedition was going far better than expected, it was as if fate wanted him to meet the six. What could the chances be? Rescuing the little sister of the bearer of Generosity, leading to the home of the bearer of Honesty, a chance encounter with Laughter and Loyalty? He hadn't been in the town a full day, and all that remained were Fluttershy and Twilight Sparkle, the latter of which would be the tough one.

Everything he had heard about the newly minted princess was impressive. She had risen from the relative obscurity, to being Celestia's personal student, to becoming princess, one of only four Alicorns to ever exist. And despite being young herself, she is reputed to be the most naturally magically gifted pony since Starswirl the Bearded. Getting to know her would be crucial, but difficult. Surely, he thought to himself, the daily schedule of a princess must be a busy one.

But if the current rate was any indication, and if not, the proximity to her close friends would sooner than later give him the opportunity to meet her. Until then, he could enjoy the pleasantness this small town offered.

 _So this is the good life in Equestria… no wonder these ponies are so, innocent._

He chuckled to himself, and skipped, feeling happy about the situation. For some reason, he found his thoughts turning back to Rarity, and they way she teased him with her tail earlier. Wanderlust had courted more than his fair share of mares in his life, but this one, she was something else.

He stopped here he stood, and thought back to the moment at breakfast when Sweetie Belle had come down, when for an instant he got an image of what having a family of his own might be like.

But the sound of a pony exerting himself roused his attention, and he trotted over to the wooden split-rail fence that lined the side of the road. Off a ways into the orchid, Big Mac was taking a break as he hauled another cartload of apples among the trees. Never one to shy away from worthy labor, Wanderlust surmounted the fence and trotted over to the Apple stallion.

"Good morning Big Mac! Fine day for a harvest ey?"

"E'yup." came the typical reply as he wiped a hoof across his brow. The cartload of apples he was yoked to was piled high with the product, several hundred pounds by Wanderlust's estimation.

"Need a hoof with anything?"

Big Mac puffed his chest slightly at the offer, "E'nope." Wanderlust glanced about, still seeing dozens of trees unpicked.

"Are the rest of these trees due to be picked?"

"E'yup."

"Mind if I get a get a head start on the next haul?"

Big Mac put a hoof to his chin and thought for a moment, then shrugged his shoulders. "E'nope."

"excellent, I'll gather a load and meet you at the barn. Sound good?"

"E'yup."

Big Mac put his muscle back to work and set off hauling the cart back to the farm. Wanderlust watched him leave, an impish gleam in his eye. When the red stallion was out of sight, Wanderlust turned to the trees, his horn alight with magic. Focusing on the fruit-laden boughs he smirked, "This'll be good for a laugh." he mused.

A white shockwave pulsed out from his horn directed into the tree-tops, and shook the section of the orchid.

Pulling up to the barn house, Big Mac was relieved to finally have the burdensome load off his shoulders. The pulley-lift in the barn was going to be a far easier method of moving the apples into the cellar storage. Fixed atop a platform was a wide edged metal basin into which he could dump the fruit, and lower it down to the storage room for further sorting. He knew that even with the stranger's help, there was still a whole days worth of work to be done.

"So where do they all go?"

Surprised, Big Mac turned to see Wanderlust approaching, curiously looking about for any given sign of where the apples were meant to go. But behind him was what set Mac's brain on stun. Trailing behind Wanderlust was a cloud of apples, and not just a bushel or two. Big Mac gawked at what must have been at least three times his own haul, what he guessed close to two tons. Wanderlust trotted over, suspending the mass as easily as Big Mac had seen other unicorns handle a flowerpot. "Are they to go in the barn?"

Big Mac could only stare at the thousands of apples floating through the air as if no lighter than bubbles. "E…..yup".

"Tarnation Wanderlust!"

AppleJack stared in wonder at the sight, "I don't reckon 'ah ever seen apples hauled like that before."

"Oh this?" Wanderlust feigned, pointing a hoof to the assembly of apples swirling above his head, "Well I didn't want to gather too many; I don't know how much storage space you've available."

"Well shoot, I think you've got enough to fill the whole cellar!"

"Oh, I'm sorry, was this too much?" asking her this was a small test, to see if she would tell the truth instead of being polite.

"Well I reckon you got just enough to get us an early start on cider season! Rainbow Dash is gonna barrel-roll when she hears that!"

 _Test, inconclusive_. Wanderlust thought to himself, smiling in any case. "Come on in the barn," Applejack enjoined, heading inside, "I'll show ya where to plunk those suckers down."

"Vunderbar!" the unicorn exclaimed as he followed her in. Big Mac looked back to his own cartload, suddenly self-conscious of the labor he'd have to expend to bring in his own comparatively small cargo, and hung his head. He threw his weight forward, and felt the cart begin to move. Unexpectedly, he then felt the cart get lighter. Still moving, he looked back to see the rear wheels covered in Wanderlust's magical aura.

Ahead of him, Wanderlust glanced back to meet Big Mac's obliged expression, and the two entered the barn.

With the unicorn's help the sorting and storage went quicker than usual, and with hours of work done in minutes, the three settled down for a leisurely luncheon. They sat around a picnic blanket spread out on the grass, various items of food and drink laid out for the sampling. Big Mac lay with his head down across his legs in the shade of a tree, breathing softly as he napped

Wanderlust look a bite of an apple, savoring the sweet juice before swallowing. "I'm certainly convinced that the name 'Sweet Apple Acres' is well deserved."

"Mighty kind 'a ya Wanderlust," replied the lounging Applejack, as she let the sun bake her stomach. "almost as kind as riskin' yer hide to save them fillies last night."

Wanderlust waved the comment away, "It was the only thing to do, I'm happy to have done it."

"Still, it ain't every pony in this town would run headlong inta danger like that. Applebloom says you came in like a stallion possessed, smashed them twigly pups in one blow."

"Based on my encounters with the Smiling Eastern Timberwolf, I knew that one swift strike would scatter them. Hardly the most jeopardy I've ever been in."

"Reckon so, way you gave that big girl a belly buster." she said laughingly.

"That one was new to me," Wanderlust admitted, "had to think on my hooves for that one. Speaking of which, Applebloom said that the timberwolves actually chased them into the forest. This is odd behavior for their type of predator in my experience."

"That is right strange behavior. Something musta got 'em desperate, 'cause we ain't made it easy on 'em to venture onta the farm."

"I thought much the same." taking another bite of apple, Wanderlust pondered what it could mean, what kind of rival predators could be forcing them out. "What kind of predators do you think could be strong enough to displace them?"

"Don't rightly know," a disappointed AppleJack said, "There's so many strange critters in them woods."

Wanderlust stared in the direction of the Everfree, where he could see its border just past a few rolling hills. As he mulled the possibilities, he took another bite of the apple, and was reminded of some of the exotic fruit he'd had. "Have you ever had a Turkish apple? They're smaller than these, but remarkably juicy, with a honeyed aftertaste."

"Can't says 'ah have."

"Well, say what you want about Turkeys being ill-tempered, and they are, they can grow some mouthwatering fruits."

"just wait 'till ya try some Sweet Apple Cider, folks line up over the hill for a mug."

Wanderlust's eyebrows raised at the thought of indulging in a pint of the amber brew, _it has been a while since I had a warm tankard._

The serenity of the lunch was interrupted by a multicolored whirlwind, as Rainbow Dash swooped down among a dust cloud.

"Hey Applejack, have you seen Pin-" she paused mid-sentence, struck by the presence of a strange grey stallion. AppleJack took the initiative, an introduced him. "Rainbow Dash, this here's Wanderlust, he saved Applebloom and her friends from a pack 'a timberwolves last night."

"Happy to meet ya Wanderlust, takes a lot of stamina to outrun timberwolves."

"Oh I didn't outrun them," he said with a cocksure tone "I broke them and blew them up" deliberately leaving out the part about mind-control.

"What? How?" Dash questioned incredulously.

"'ah ain't never seen nothin' like it Rainbow," Applejack began; "That big 'ole timberwolf had Wanderlust in 'er gullet, then out comes this feller in a mess of fire and kindling'. Blew that critter inta more bits than Filthy Rich could count."

Wanderlust enjoyed being able to brag for a bit, but he was mindful not to let it go too far. "I've stared down the maw of more than a few wily beasts before, so a few hard light constructs and a fire spell was all it took. A walk in the park really."

Though she'd hate to show it, Rainbow Dash was impressed by his bravado. His poise gave no hint of insincerity, and she couldn't deny he had the look of somepony who could handle himself. Still, her competitiveness began itching at her. "So, you think your pretty hot stuff huh? Care to go hoof-to-hoof against Ponyville's resident Iron-Pony sometime?"

The challenge intrigued him, and the bearer of Loyalty seemed to be up to par with the others so far. This one would be fun, he decided.

He used his magic to pluck an apple from the basket on the blanket, and suspended it before him; "A gauntlet of games eh? Sounds like fun." He tossed the apple in the air, at a trajectory that caused the apple to fall in the Pegasus' direction.

Rainbow Dash tracked the apple, and prepared to catch it, but she never got the chance. A hoof reached out beside her and caught the fruit nimbly. She looked to her side, and recoiled to see Wanderlust sitting right next to her. How he had managed to get so close so fast without a sound she had no idea, but her own swagger took a knee as she stared at him wide-eyed. "HUH?!"

"But I'm afraid I've got a bit more exploring to do today. Another time perhaps." He tilted his head to Applejack, who was equally stunned, "Thank you for the lunch AppleJack, but I've got a few more stops to make before I join Rarity for dinner."

If the slight-of-hoof trick surprised them, they were floored by his announcement.

"Oh I'm sorry," Wanderlust began apologetically, "Rarity put me up in her spare room last night, so I made her breakfast this morning, and she's offered dinner in return,"

AppleJack's face remained, while Rainbow covered her mouth with both fore-hooves.

"Enjoy the rest of your day ladies, I'll be seeing you around."

Satisfied by how the encounter had gone, Wanderlust couldn't help but smirk as he left the mares gob-smacked.

Rainbow Dash waited until he was out of earshot, before turning to AppleJack with exasperation. "He's staying at Rarity's house! Where's this guy even from?"

"ahhhhh… don't think he mentioned exactly."

Rainbow massaged her chin, "There's something really strange about that pony."

"the feelin's mutual, but he seems like one of the good guys."

The avatar of Loyalty peered with narrowed gaze to where Wanderlust had left. But an older thought came to the fore of her mind, "Oh yeah, I was gonna ask ya, have you seen Pinky Pie anywhere? She put elastic bands on my wings during my mid-morning nap, and I gotta get her back!"

AppleJack chuckled and used her hat to fan her face, "Naw, I ain't seen Pinky all day. But if'n I do, I'll tell her that 'yer gunnin' for her."

"You do that." Rainbow said, before jetting off into the sky. AppleJack watched as her friends trail vanished in the clouds, and set her hat back over her face for a little shuteye.

 **CANTERLOT**

Hustling through the lavish halls of the capital castle, Flash Sentry adjusted his armor, doing his best to do so as he checked room after room for Princess Twilight. He had slept fitfully all morning, his qualms about the mission not settling well with him.

 _Is she in here?_ Flash ducked his head into a vacant conference room, as long and lofty as any other in the castle. _not here either._

He thought that she might be occupied in her Canterlot quarters, but going there would be too conspicuous, he had to pick his moment. The library was where he checked first, but no such luck. The ballroom, no, the garden, no, the throne hall, no.

If she was as interested in this bit about some place called 'Thule' and a prince with an odd name as Celestia was worried she was, he wasn't sure he could stop her. Twilight was renown for being resourceful, and combined with her royal privileges to access sections of the castle off limits even to him, if she wanted to investigate something, there was little to get in her way.

Flash glanced down another hallway, just as absent the purple princess as all others so far. _ow, I've gotta find her! Princess Celestia is counting on me!_

None of his training as a guardstallion had prepared him for a mission like this. True, none of his training had prepared him for the likes of Chrysalis or Tirek either, but this was cloak and dagger stuff, not soldering.

"Morning Flash."

As Flash Sentry looked into another room, Spike walked past him.

"Morning Spike."

It took a moment to register, but eventually Flash's eyes shot open and he put himself in front of Spike.

"Spike! Thank Celestia you came by!"

Spike recoiled at the urgent tone in Flash's voice; "What's up? Is there something wrong?"

Realizing his mistake, Flash tried to recover by relaxing his manner; "Wrong? No, nothing's wrong. I was just ah, wondering if you knew where Princess Twilight was?" he shot Spike a casual smile, attempting to hide the nervousness.

Spike responded by giving Flash a suspicious glare, "I do, but why do you wanna know?" he asked, crossing his arms.

Flash knew he wasn't the most capable liar, so he swallowed his pride and decided to come out with the truth. Well, some of it anyway. "Spike, I'll level with ya, I've been crushing on the Princess for a while now, and I just wanted a chance to talk to her before she heads back home."

Spike regarded him coolly, as if debating the veracity of his plea. But after a moment his expression softened, "Yeah, I know. I'm pretty sure everybody knows really. Tell you what, let's just say that you might find her reading in the western veranda."

Flash bowed at Spike's feet, inwardly more grateful than that for the tip. "Thank you Spike, I own you big time little guy!"

Without wasting another second Flash took off, his wings propelling him through the halls, leaving Spike behind; "It's about time that guy made a move."

Out on the deck of the western veranda, as some ponies lounged in the cool afternoon air, and others talked with friends, Twilight Sparkle sat in a large cushion, a book open before her. She sighed as she turned another page, the expression on her face betraying the painful boredom she suffered.

 _Why won't Celestia let me learn about Thule?_ she wondered, her pupils moving over the text of the book out of reflex, _Why does it feel like she's hiding something from me? It's so not like her_. It was the utter shock her mentor had shown that kept playing itself over in Twilight's mind, the look somepony might have if they saw a ghost. _And why would the memory be especially difficult for Luna? What's she got to do with it all?_ Question piled on question, feeding a self-perpetuating cycle of mystery.

She wanted to abide Celestia's counsel to leave the matter alone until she could explain things in full, but her intuition was clawing at her to study what had been hidden away for a thousand years.

Twilight exhaled, closing the book she was unable to focus on. She gazed over the railing to the city streets below, where the activity of Equestria's denizens carried on like always. _Maybe I could sneak into the room tonight, for just a little bit…_ she thought.

"Um… Princess?"

Her posture stiffened at the sound of her title, and searching, found a familiar face smiling nervously at her. She was unable to react at first, her melancholy fighting against being overcome by the foalish feelings that emerged whenever she spoke to Flash Sentry. Though it had been her interaction with the alternate version of him that had led to her liking him, the chemistry between them seemed to transcend dimensions. And despite herself, she couldn't stop a grin from spreading across her face.

"Oh, hello Flash,"

She had wanted to approach him before, but every time she came to Canterlot she was always busy with one demanding situation or another. Plus there was the added difficulty of breaking the ice, it wasn't like she could tell him that she had gotten all googly-eyed at his human counterpart. But perhaps this was just the thing to get her mind off away from ideas of conspiracy and secrecy.

"good to see you. Can I help you with something?"

The Pegasus guard faltered for an answer, "I ah, I was actually wondering if you could spare a few minutes for a walk in the garden?"

Twilight appeared genuinely stunned by the offer, not only by the boldness of a guard asking a princess out for courting, but because it was precisely what she was hoping for. Part of her wanted to jump up and down like a filly, but a more mature part of her decided to take advantage of her position. Her face softened as she employed what tricks she understood a mare might use to charm a stallion, throwing her hair back to open her expression.

"Why Flash Sentry, I'd love to be escorted by one of Canterlot's finest soldiers."

Hearing this, Flash felt the weight of a thousand pounds drop off his shoulders. Not only was he going to get the time with the princess he had wanted for years, but she seemed to be just as interested as he was. Maybe Celestia giving him this mission wasn't going to be so bad after all.

Twilight rose from her cushion, put her book into a saddle bag, and placed herself next to Flash. "Lead on brave Sir."

Flash Sentry blushed as he felt the warmth of her body beside his. He didn't exactly think the experience of being this close to an alicorn would be especially supernatural. But Twilight Sparkle simply emanated power, and he guessed that was what came with being such a powerhouse of magical energy. He felt his own nerves excite just by proximity to the vitality she radiated.

Twilight had read about flirting and courtship a few times, but here in the moment, she found herself reflecting on instances in which she saw Rarity use her wiles on males. The thought occurred to her that this might be an example of reflexive instinct, relying on her feminine intuition rather than academic knowledge. She filed the notion away in her mind for later study.

The two strolled out of the veranda, not speaking but simply enjoying each other's presence on the warm sunny day.

Watching them exit the area from a window high above the castle grounds, a lone figure looked on. Celestia's mind told her that this was the smart thing to do, making sure that her protégé didn't develop a colored version of events. But at the same time her heart ached, asking Twilight to stifle her interest felt repugnant, and now using someone who cared for her to inform on her activities. Nothing about this felt right, and Celestia hated herself for having to justify actions that would normally be out of the question.

 _Am I too blinded by my shame to trust in Twilight's judgment? Am I doing nothing more than repeating my mistake? Is Æclypse leaning forward through the centuries to whisper in my ear, remind me that I am not guiltless? that I let my mistrust guide me down the wrong path before? Was he right about me?_

Celestia turned away from the window, suddenly feeling unworthy of the Sun's light. Walking through the ornate and famous halls of the castle, she thought back to a conversation long since past. One that had haunted her for a thousand years.

In her mind she was transported to a throne hall lit by braziers, the musty smell of the ancient masonry combined with the aroma of the bark incense. The moonlight spilled through the stained glass windows onto plaster busts of past kings and queens who watched over the court bequeathed to posterity. These served to accent the room, constructed of large stone blocks, and decorated with tapestry. And the hall that usually hosted grand feasts and dispensations of royal justice was tonight dominated by the impassioned dispute of leaders of state.

The argument has been raging for over an hour, but still neither side would give. Prince Æclypse stood before the throne he would one day assume, impassive and undaunted as he stared down the dais to the ruler of all Equestria, who glared back at him with equal determination. Much had gone unsaid between them, neither desiring to make the issue about petty personal squabbles, but the phantom hung between them nonetheless.

Æclypse scowled down to the alicorn; the cord of his patience finally having frayed to the snapping point.

"You rule from your shining palace on the mountain, grandstanding for all those doe-eyed peasants who live in Canterlot's shadow. You might be able to adwell them, but you do not fool me! You pass yourself off as a beacon of wisdom and light, but I see through your manufactured nimbus Celestia. I see you for the calculating autocrat you really are."

"Your words are as false as they are cruel Æclypse!" The accusation stung her deeply, as everything she had done thus far was to liberate ponies from terror and oppression. To be indicted as some scheming despot was something that offended her so profoundly, it focused her vision to a point. "I have come here to ask thee for your aid, that thee might do what is right and help to liberate the Crystal Empire from the evil thy own brother has enslaved it into. Yet thee treat me as some conniving villain! As if I have come to shroud thy land betwixt misery and torment! I had thought much better of thee, hoped as much, but it appears that I was severely mistaken!"

The fire of the braziers reflected in their eyes as neither flinched, neither wanting to show an ounce of surrender. But inwardly both were maelstroms of emotion. Celestia felt her legs burning to shake with rage and indignation, the undeserved disrespect merely the salt in the wound of his refusal to join the just cause. How he could be so stubborn, so prideful, so infuriatingly resistant to doing the right thing, made her nearly cry with anger.

Within Æclypse a different tempest was racking his soul, not derived from the present confrontation, but rather what he knew the consequences of it would be. He felt a great pit of sadness collapse in his heart, that he should be faced with such an anguishing decision, one that he would never remember without tears. Why she had such hatred for him, such mistrust, he simply couldn't understand. And why she couldn't accept how abhorrent it was for him to raise the banner of war against blood kin, confirmed to him that the hostility between them stemmed from more than just ßombra's mad venture, it was a personal antipathy.

His eyes pained to be let loose to sob, to lament the bright and prosperous future he had dreamed of, that was now beyond rescue. But his role as Participate demanded he swallow his grief and remain stoic in the presence of the alicorn, weakness in the face of such power would be an unforgivable dishonor. Celestia likewise stiffened her posture, if she was going to rule Equestria, she had to be able to depend on her regional administrators. But this was no mere governor she was dealing with, she knew perfectly well that Æclypse was one step away from being crowned king, an event she secretly feared to pass.

Finally, the Thulian prince broke the silence; "Not more so than I, it seems." His voice strained. "I will weep, for the future we have slain this night."

Celestia opened her eyes to find herself alone in the cavernous halls of Canterlot castle, staring down a hall of antique armors, tapestries, and portraits. The resurgent memory left her unable to move for a moment, reflecting on the pain she saw in his face when he spoke those words. _What kind of future did he envision?_ she wondered, realizing that she had never really considered the possibility. _Was my suspicion unwarranted? Did I deprive Equestria of a greater history?_

She sighed, deciding that what was done was done, the past remained immutable. But there could be some restoration. Perhaps Twilight's discovery was a sign for her to do for Thule what she did for the Crystal Empire. Granted her hoof had been forced on that matter when the city re-materialized. For a moment she wondered if Cadence had any idea about her territory's former neighbor.

It was time to face-up to this part of her past she resolved, time to put this ghost to rest once and for all. She would tell Twilight what she wanted to know. Just, not quite yet. She needed a day or two to prepare herself for how she might lay things out. Twilight deserved the truth, the right truth.

The Canterlot Royal Gardens bloomed with every color of the spectrum, drinking in the life giving rays of the sun. Butterflies and garden insects of all varieties fluttered and buzzed through the flowers, the park flourishing with life.

Flash Sentry and Twilight Sparkle sauntered along the pathway between bushes of exotic fauna, donated not just from the corners of Equestria, but from foreign lands as far as Saddle Arabia and the savannahs of the Zebra tribes.

"So tell me Flash, how did you wind up in the royal guard? The settled life of a shopkeeper not exciting enough for you?"

He chuckled, rather from nervousness than other. "I'm sure my dad would have preferred that. The family business is a photography shop in Fillydelphia, but I never had any interest for it. I wanted to see more in life, so I let my little brother take my place, and traveled around a bit. I spent a few years in Manehattan, Baltimare, and even spent a summer working for a yacht club down in Horseshoe Bay."

"Wow, an adventurous life like that makes me wonder why you'd enlist in the guard. It's such an organized, stable job after all."

"I got tired of the lack of direction. I was here in the city looking for work, when a platoon of the guard passed me by. And I guess I was just struck by the purpose, to defend Equestria, through the darkness and the light. I enlisted that afternoon."

Twilight though back to her encounters with his counterpart, trying to imagine him dressed in whatever uniform their soldiers wore.

"I'm curious Flash, do you play any instruments?"

At this his ears perked, and his face beamed with delight; "Why yes, yes I do."

In the center of the garden beside the grand white marble fountain, Twilight and Flash sat on the similarly immaculately kept bench. She watched as he adjusted the strings of his lute, which she would have previously thought to be a tricky task for someone without magic, but the way his hooves nimbly manipulated the pegs impressed her.

"I've been working on this one for a long time, and I think I've got it down pat."

He strummed the strings a few times to make sure the tuning was where he wanted, and began playing;

She couldn't believe how good he was, to think somepony with this musical talent was spending his days marching around in body armor. Finished, Flash looked to her, awaiting either praise or criticism.

"Well? What'cha think?"

"I thought it was wonderful Flash, it must have taken you years to learn how to play like that."

"I started back when I was living in Manehattan, I was playing on the street for bits to get by."

Whatever forces governed the fate of ponies and humans, Twilight had to think that they were at work here. The attraction between them seemed to be inevitable.

A small bird chirping on the rim of the fountain drew their attention, it dipped it's head into the water and began taking a bath. Absentmindedly, Twilight caught the reflection of the sun in the rippling pool, and was suddenly reminded of the time.

"Ohmygosh!" she exclaimed, jumping down from the bench.

"What is it?

"I completely lost track of time, hehe, I've got to get back to the library and checkout the other books on Yakyakistan. I'm going home in the morning."

The mention of the library completely dashed all the pleasant feelings Flash was enjoying, the mission resurgent. Flash jumped from his seat, placing himself between Twilight and her path of travel. "Let me walk you!", he asked, smiling nervously.

Immediately put off by the sudden shift in demeanor, Twilight pacified him with a quick smile as she side-stepped around him. "Another time Flash, I really do have to take care of this, and I wouldn't want to drag you around the library."

"Oh, alright." Flash felt his chest tighten. Not just because he might have blown it with Twilight, but his mission centered on finding out if she was still investigating whatever this Thule place was. He cringed inwardly, _Why didn't I ask her about her studies earlier! Stupid!_

But Twilight caught the disappointment in his voice, and found a way to lift his spirit as she left. "But next time I'm in Canterlot you'll have to play for me over dinner."

Flash's jaw literally dropped, fortunately after Twilight had turned from him. _Did a princess just invite me to dinner?_ His stupefied reaction waning, he shook his head clear and thought hard for a way to keep the mission alive. Finally, an idea came to him.


	6. Chapter 5: Caught in the Rain

**SKIES OVER PONYVILLE**

The bright and clear day was par the course in Ponyville, especially since they had one of the best weather ponies in Equestria on hand to keep the skies blue. Rainbow Dash, exploiting her tremendous Pegasus eyesight, scanned every inch of her small town for a sign of her friend and for the moment, adversary, Pinky Pie.

Crouched over a grey rain cloud, she smirked with thoughts of revenge; "If she thinks she's gonna get away with messin' with my wings…" she patted the cloud, savoring the feeling of anticipatory revenge. After fixing an elastic band around her wings, Pinky had tied balloons to one of her confetti cannons, and set it off. The resulting scare nearly saw Rainbow tumble out of her napping cloud, fortunately, she was able to regain her standing and avert disaster.

"As soon as she pokes her cotton candy mane out from wherever she's hiding, it's shower time! He-he!"

Peering down, she finally caught sight of her target. The bouncing fluffy maned mare was trotting around the corner of city hall, her saddlebags overflowing with party trappings. But just as Rainbow started moving her cloud into position, a stallion exited the building, tucking a rolled piece of parchment into his own bags. He and Pinky nearly collided, and both recoiled after having come nose-to-nose. Wanderlust seemed more confused than surprised, and Rainbow's hearing allowed her to pick-up on his reaction.

"Oh, hello again Pinky. I don't think we'-"

But Pinky's reaction cut him off, darting off in a cloud of dust and leaving him behind. Wanderlust crumpled his face in dismay, apparently disappointed by the brief encounter. For the moment, Rainbow lost her interest in settling the score with her friend, and became much more curious about whatever it was Wanderlust had been doing in the Mayor's office.

"Wait…" Rainbow asked herself; "how did he know her name?" She thought back to earlier, and she remembered mentioning the name Pinky, but how could he know it was her? Well, other than the pink mane and fur. She abandoned her leaden cloud and swooped down to the height of the houses, trailing after Wanderlust and careful that her shadow not give her away.

As he strolled through the streets, he took in the local color, smiling and greeting the townsponies along the way. _Nothing too sinister yet_ she mulled, watching as he tilted his head quizzically at the 'Quills and Sofas' shop. Rainbow landed on the ridge of a roof, beginning to consider if she was making too much of this. _"AppleJack seemed to think he's alright, and Rarity's inviting him for dinner…"_ Rainbow found it unlikely that two ponies as unalike as her friends would both be conned by this guy.

She was about to fly off and resume her prank crusade, when she noticed Wanderlust had diverted his attention towards Twilights castle. Unlike the local features he had been exploring, now his posture went very still, fixating on the palace.

"what are you up to?" She wondered aloud. Bits and pieces of _Daring Do_ stories paraded through her mind, instances where the heroine had relied on cunning and investigative skills rather than swashbuckling deeds. Wanderlust broke away from the castle, heading for the other shops.

"Looks like it's up to me to find out who this guys really is."

Shifting from cover to cover Rainbow tracked him through town, hiding behind chimneys and ducking around corners. Wanderlust approached the flower shop, hailing Lily with a smile. She watched as he selected a number of differently colored flowers, purchased them with bits from his saddlebag, and bundled them into a bushel with his magic. Lily seemed stunned by his bulk purchase, and equally so by the bits he so casually expended for them.

"Trying to butter-up Rarity huh?" Rainbow mused with a smirk. Whatever he had planned for her friend, she was going to make sure that it was on the up-and-up.

Wanderlust rearranged the assortment, until it resembled the diamond shape of her cutie mark, with white roses and purple pansies in concentric rings, with blue morning glories in the center. Satisfied, he smiled to himself and left the still stunned florist behind.

Seizing the opportunity, Rainbow swooped down beside Lily, who paid her no immediate attention.

"Hey Lily, make any interesting sales today?" She asked coyly.

"You could say that! Look at these coins."

Lily held the bits on her hoof for Rainbow to inspect. At first glance one might not notice the details, but a closer look revealed the truth.

"Whoa…" Rainbow sighed, the three coins were solid gold, nicked and marred, with parts of it worn smooth, thinner than the average bit. But what they could make out was strange, the portrait on the heads side wasn't Celestia, unusual to see in these rural parts of Equestria. There was also lettering, or she guessed along the rim, but the icons were made of straight lines and angles, no curves at all, as if one had to carve the letters to write in it. On the reverse was a ship at sea, a wooden ship, sails unfurled atop crashing waves.

"I've never seen bits like these before." Lily said in a awe-struck tone, "It's like they're from some ancient treasure."

Rainbow cursed the luck, if Twilight were around she'd be able to find out where these bits were from, she probably had some egghead book on money from all over the world.

"An ancient treasure…"

Suddenly an idea in her head clicked, but she would need to trade.

"Lily, How many bits do you want for one of those coins?"

The pink florist thought for a moment, trying to scale some kind of exchange rate. "Um…. Two bits?"

"Deal!"

Rainbow swiped one of the old coins from Lily's hoof, somehow simultaneously tossing two of her own bits in its place as she vanished in a blink.

Two streets over, Wanderlust stood under a balcony, watching the multicolored trail of the Pegasus travel away. He smirked.

 **CANTERLOT CASTLE**

 **LIBRARY**

 **AFTER SUNSET**

"Alright, Library's closed, goodnight everypony."

The librarian stood at gates to the room, smiling warmly as each visitor passed by her. As the last one filed past, she turned to notice there was one left that was still perusing the shelves, a very familiar face.

"Pardon me Princess, but I'm afraid the library visiting hours are over."

Twilight hesitated to face the librarian, and thought quickly to craft an excuse. After all, if her status as Princess couldn't get her in the library after-hours, what good was it? She cleared her throat, and turned to the attendant with a sweet smile.

"I'm sorry if this seems inappropriate, but could I just stay a bit longer? I'm working on aaaa… special project for Princess Celestia, for Hearth's Warming Eve. I'm going back home in the morning, and I just need a little longer to find the books I need."

The book-keeper narrowed her eyes, but a wry smile betrayed her.

"Princess Twilight, you act like this is the first time you've spent the night in here by yourself." A chuckle finished the faux admonishment as she ambled herself beyond the gates. "Just make sure to lock the gates when you're done, like always."

Twilight stood where she was, around her the lights going out, and the sound of the locks clicking echoing through the rows of books. She bit her lip, knowing the taboo she was about to break. Looking over to the librarian's desk, she waited until the hoof-falls down the hall faded out of earshot before trotting around behind it. She gave the gates one last glance, just to make sure nopony was watching.

"I hope she can forgive me."

Again, she wedged her magic in-between the wall and the bookcase, prying them apart. The effort to move it was no less Herculean than before.

"Well, _*grunt*_ I'm pretty sure nopony else has disturbed it."

Spying down on her from the top of a book shelf, Flash Sentry kept his body flat against the surface. The collar of his black jacket raised in an attempt to hide himself in the shadow.

 _Is that where the Princess is worried she's getting into? I should tell the princess right away, but, I don't wanna get Twilight in any hot water._

His indecision churned his stomach as he watched the lavender Alicorn push aside the furniture. But he felt his sense of duty winning out over his feelings. Slowly so as to not cause a sound, he got his hooves under him, rising from his position. He took a second to marvel at the huge ornate carving that stood behind the bookcase. Transfixed as he was by the occult icon, he never saw the form stalking him from behind until it was too late. A soft blue light sparked in the darkness.

"Huh?"

Turning his head towards the source, his world went black before he could raise a hoof in his defense.

The doors peeled back once again, revealing to Twilight the miniature museum within, and she cast an illumination spell. Everything was as she had left it, the story-telling tapestry, the suit of armor, the necklace of unnerving teeth, and the map showing where Thule once existed.

More importantly for tonight, the reams of books sat unmoved under cobwebs and dust, tomes of knowledge Twilight could only guess at. Standing at the threshold she levitated her saddlebag onto her back, then finally entered. The closest shelf was to her left, and contained about a dozen books, their titles mixed between the runic lettering of Thule, and archaic Equestrian. She got close and blew the dust away, creating a could of grey powder three times her size. The dust got into her face, forcing her to shut her eyes and cough until she used her wings to beat back the assaulting particles.

The covers of the books were faded but not pale, having been spared exposure to light for so long. The first book was labeled in Thulian, but taking a quick glance through the pages displayed styles of dress for the inhabitants in stylized drawings. The stallions sporting a mixture of clothing to protect them from the cold, and suits of armor. These were different from the one on display in the room, which now appeared to be one more for presentation. The ones in the book featured curved horns on the withers, a row of plated blades along the crest, and more plated armor over the flanks and rear.

Depictions of mares were similar, their dresses were surprisingly colorful, with some being relatively simple long tunics, while more ornate dresses decorated with intricate knots and floral patterns.

"Rarity would love this book." Twilight mused to herself, tucking the book into her bag.

The next was in Equestrian, and like the first was a book on the culture of the kingdom, this one about the yearly cycle of feats and celebrations. They too it seemed celebrated a version of Hearth's Warming Eve, though instead of a play, it was a monolog before a crowded long-hall.

" _The books are grouped by subject"_ , she pondered, "so where might the histories be?"

A larger book case along the left side of the room contained not just books, but smaller items of interest. A rock of strange deep blue, the skull of a fanged predator, even a small snow-globe featuring a tiny model of a castle. Starting with her wings to clear the dust away, she selected one book written in Thulian. Inside were depictions of a castle, the same one from the miniature, but much more detailed. The rest of the pages showed images of the inside; long halls decorated with tapestries and busts, rooms with high ceilings and massive tables. More than a few pages were dedicated to a throne hall, long in depth, with a staircase that elevated a dais on which sat two thrones. Under each illustration were lines of text, that Twilight found herself irritated that she couldn't understand.

"I could try to use Haygart's Method, but I just don't have the time right now."

She tucked this book into her bag, and decided to examine the books on the other side of the room. Appropriately, next to the armor stand, she found the volumes on history. Mostly warfare. Going down the list of titles, it struck her that so much of Thule's history was a chronicle of one battle after another. She gasped when she extracted one book, titled in Equestrian: " _An Account of the Great War of the North, Thule against the federated Yak tribes."_

"Whoa…" She wondered how different the meeting with Prince Rutherford might have gone if she had possessed this book before. This one she definitely wanted to keep, and placed it in her bags. She had space for one more, so she wanted to make sure to grab one worth all the trouble.

She stepped back to take in once more the stained-glass portrait of Prince Æclypse, valiant as he was in the depiction.

"Alright 'good prince', what book would you suggest I take?"

"Knowing him, he'd recommend a work on the settling of the southern lands."

Twilight gasped as the voice caught her off guard, causing her to recoil and extinguish the light from her horn. For a moment she froze in the darkness, afraid to reveal herself to whoever had snuck-up on her.

 _Is it Celestia?!_ She worried frantically, her heart nearly thumping out of her breast.

"You needn't be so frightened Twilight." came the voice from the darkness. A soft blue light, like a candle flame appeared in the blackness. The light floated up and away to the ceiling where it dispersed into several smaller orbs which separated in different directions. The little flickers came to a stop equidistant to each other, and settled until they grew in volume, revealing that they had indeed lit the several candles of a chandelier.

The light was enough to brighten the room, and standing before Twilight, Princess Luna smiled softly at her.

"I've been in this room enough times to tell you something about each item in here, including the books that you've selected."

The presence of the princess of the night stunned Twilight, mostly so due to Celestia's warning that Luna wouldn't take it well. But now she seemed to be glancing about the chamber as if strolling through familiar memories. Luna came to a stop next to Twilight, gazing up to Æclypse with a look that bespoke a deeper knowledge.

"Princess Luna, I… I"

"Discovered this room the other night? Asked Celestia about it and was told to keep it a secret, especially from me?"

Twilight couldn't speak, and let her mouth hang open as she gawked at the senior Alicorn.

"I thought as much. She means well, but my sister's fear of my emotions is unnecessary. There was a time when the memories this room holds would move me to tears true, but I have long since come to terms."

"You said you knew Prince Æclypse? How?"

At the mention of his name Luna's smile curled a little wider, her brow inflexing upwards to the center.

"I never met him in face-to-face, but we spent many nights together in the dreamscape."

"Like when you visit troubled ponies in their dreams to help them?" Twilight asked. Luna nodded, and with a flash of brilliant light from her horn she created a mirage of 2-dimensional artistic visions of the things she spoke of.

"Quite right, in fact, it was during one of my visitations that I first met him." Luna's gaze shifted to Sombra, and her expression became saddened; "He was deeply disturbed over his brother, who despite their parents love was becoming dark and cruel of heart. He believed firmly that to make war on your kin was to invite the judgment of the gods they worshipped, but he knew that one day he might have to protect his kingdom and those he was sworn to defend from his own family.

So one night while I was traversing the dreamscape, I heard his lamentations and ventured out to counsel him. Despite my age I was still young of spirit then, and was unprepared for the pony I came upon. His fame had preceded him, and I was aware of the tales of his bravery and oration. But when I came into his dream, I found him to be tormented by loyalty to his blood, and duty to his kingdom. I advised him that choosing between loyalty and duty would not be easy, but when the time came he would know the right decision to make. In the meantime, he should do his best to show his brother a better way, even find a useful outlet for his aggressive tendencies.

Though my task was completed, I found him to be… intriguing. As I said I was familiar with his deeds, and was still young at heart, so I desired to speak with him further. Over time, I would go to his dreams frequently just to speak with him, and found that he and I had become fast friends. I would show him the vast nebulae of the dreamscape, and he would show me the wondrous sites of the north in his memories.

Instead of the usual pony who would prostrate themselves before me, he treated me like an equal, a pony like anyone else with thoughts and feelings. His reputation aside, he was as formidable a mind as he was a warrior, and often taught me things of the world that even I had not learned in my years. As our friendship grew so did the intimacy between us, and I would share with him my feelings of isolation and disconnection with my sister. He having troubles with his own sibling, we were alike, and found confidants in each other to tell of things we otherwise kept secret.

As the years went on, we became more than friends."

Twilight was having a hard time taking this all in, and watched as tears formed in the corners of Luna's eyes as she continued her tale. She smiled.

"He would sing to me, and he had a wonderful voice, and often I would join him in song. In our dreams we would sail on the sparking stars as we sang, creating magnificent adventures.

He would compose poetry just for me, which he would read to me in imagined fields of long green grass."

"You two were in love." Twilight said, both astonished and enchanted by the story of long-lost ardor.

Luna pursed her lips, the sadness in her face matched by twitches of joy.

"Indeed we were. We had bonded in both mind and spirit, as deep as any two ponies could be. But we never met in the waking world, for we knew if we did, we might not depart one another. The closest we would ever come to real-life, was on occasion I would create the aurora borealis, and using our magic, we would make a song of the glimmering colors. On clear nights the stars would sparkle, and we assigned notes to each of them. We called our song making, the Ainulindalë."

By now a dozen questions were buzzing through Twilight's head, each of them extrapolating into a dozen more. But one of them in particular stuck in her craw.

"Did Princess Celestia know what was going on between you two?"

Luna lowered her head, mulling the memory; "She did eventually. The change in my behavior became noticeable, I would sing to myself absentmindedly, and spend time frolicking in the garden. At first she was happy for my romance, though she did not know who had captured my heart, and encouraged my feelings. I admit I enjoyed the secret nature of our affair, and refused to tell my sister who he was.

But one day I could contain my excitement no longer, and revealed to her that the stallion of my dreams was none other than the handsome and valiant prince of the North, known widely for being just in his dealings and beloved of his subjects. But instead of sharing my joy, this news caused my sister great distress. Why, she would never tell me, but I sensed there was an underlying fear. Though she never objected to our relationship, she always seemed uncomfortable with it.

I told Æclypse of her reaction, so he resolved to travel the great distance down to our castle in the Everfree, and meet with Celestia."

"So, what happened? Did he come?", Twilight sensed the story was nearing it's end, the desire for closure tantalizing.

"He never got the chance. Soon after, his brother Sombra went mad and overthrew the Crystal Empire. Thule possessed the mightiest army in Equestria, and Celestia sought his aid in bringing his brother to justice. As much as I wanted to be there, to see him, to look into his eyes, I was not present at the meeting. I was sent ahead to scout Sombra's defenses. Afterwards I was told the meeting was long and argumentative, Æclypse refused to wage war on his brother, and Celestia threatened to punish him for refusing to help.

The meeting ended with them at each others throats, and I always wondered if the anger that she showed in our battle with Sombra was really meant to be unleashed on Æclypse.

After we defeated Sombra, I was prepared to go with my sister to Thule and petition for mercy on his behalf, but she left before I could join her. By the time I got to the kingdom, Æclypse was already gone,

I tried to reach him through the dreamscape, but he had found a way to keep me out. Though I continued to try night after night, after so long he became lost even to me. I never knew why he refused to speak to me, I just assumed he was angry that I didn't defend him to my sister."

Twilight thought back to every hero of old she had ever read about, trying to link them to the banished prince, but nothing matched-up.

"As an outlaw sentenced to exile," Luna continued; "It was forbidden for a citizen of Equestria to shelter him, feed him, or even speak to him. He was forever off limits, even to me."

The implications of the punishment surprised Twilight, who had never considered that her mentor could be so harsh in dealing with law breakers. But even if he was forgotten to history, Æclypse's exile wouldn't explain why Thule was lost.

"But why don't we know about Thule? What happened to the kingdom?"

Luna glanced about the room at the various items of Thulian culture. "My sister's punishment had repercussions that I do not think she anticipated. By destroying Sombra and banishing Æclypse she had effectively ended the hereditary royal line, and with the King and Queen nearing the end of their rule, Thule's independent governance came to an end. Thulian unicorns by nature were a proud tribe, and they refused to recognize the three candidates that Celestia and I sent to them. Instead, they considered themselves a conquered nation, and led by their aging diarchy, formally surrendered themselves to Equestrian rule. When their prince had left, Thule went with him.

Over time they migrated south and settled in among the different villages and towns, choosing to exile themselves like their beloved prince Æclypse. Thule itself fell into disrepair, and disappeared under the ice and snow, joining itself to the fate of the would-be-king Sombra.

None of that was directly Celestia's doing, but nonetheless the guilt pushed her to be more equitable, more forgiving in her role as Princess, and she sealed off this chamber not bury the past, but to put Thule at last to rest."

Luna turned to Twilight, a glimmer of happiness in her face amongst the melancholy; "Do not think too harshly of my sister, Twilight Sparkle. All she does is out of love and compassion. We are each responsible for our actions, and Æclypse for reasons you may think just or unjust, was held responsible for his. At the time I was despondent with her, but in my long-life I have come to see the wisdom of her decision."

They both returned to staring at the window, Luna tilted her head to her companion; "The window and the tapestry were sent to us shortly after his ascension to Participate, I remember all the chamber-mares looking at his portraits, admiring him. But inwardly I giggled to myself, for I knew the secret of our affair, and saw in his face more than just the charming prince, but a philosopher, a poet, a lover of song and story. He delighted in the joy of children, and reveled in warcraft. He had a noble heart and meditative mind, ready to lead his people with wisdom, courage, and justice."

Luna draped a wing over Twilight's shoulder's, pulling the junior Alicorn into a hug. "What I have told you Twilight I have never shared with anypony. Celestia is the only other one who knows the story. It has been deeply enjoyable to share with you my tale of love and loss. Come Twilight!"

Luna broke from the embrace, turning towards the exit, "Let us not dwell in this mausoleum; let us fill our bellies with chilled sweet cream, fashion each other's hooves with glittering polish, and blather on verbosely about the frivolous affairs of our lives."

Twilight chuckled, Luna's way of speaking turned a girls night in, into something that sounded like a regal ceremony.

"I think that would be great Luna."

The Princess of the night paused, craning her neck back towards the visage of Æclypse.

"You know Twilight, the likeness does not do him justice."

The Alicorn's shared a laugh as the lights of the chandelier faded out in unison behind them, the doors closing as they exited.

The sound of the stone bookcase sliding back into its place barricading the hidden chamber.

Oblivious to the laughter of girlish glee was Flash Sentry, who lay on his back atop the bookshelf, foreleg across his chest, snoring softly.

 **PONYVILLE**

The day had gone well, very well as a matter of fact. Wanderlust smiled to himself, happy with the result of his days errands. Soon everything would be in place, and his new life in this humble village could begin in earnest. Thinking now of how far he had traveled and how long he had spent on the road, it amused him that it would settle at last in this quaint agrarian town. Especially so with the enchanting Rarity and her endearing little sister.

The stars in the sky twinkled, and a cool breeze signaled the oncoming of winter. It had been years since he celebrated a Hearth's Warming eve, and he had heard that the celebrations at Canterlot were the best in all of Equestria.

He thought back to the meetings with Applejack and Rainbow Dash earlier, and what kind of conclusions could be drawn. The farmer so far seemed on the level, forthright and affable. The Pegasus might take a bit longer to appraise though, her suspicion of him could create an issue. He knew she had been watching him earlier, and he had to admire the attempt at counter-intelligence.

According to what he had heard the yellow Pegasus was especially timid, so getting a fix on her might take a while. But she was a lover of animals, so that could be the ice breaker. The pink one could go either way. She was known to be aggressively friendly, but erratic, so Wanderlust put a question mark next to her in his mind.

Most vital, was the young Alicorn. _Or was she going to stop aging now that she was transformed?_ he wondered. The prospect that Celestia could create immortals intrigued him, but then what was the mechanism? Could she only elevate certain individuals who displayed key traits? Or could she raise anyone she wanted to, and she was just being selective about it? Alicorn magic was still an unknown quantity to him, more mysterious than any other magical discipline he'd ever encountered.

Getting Twilight to go along with his plans was the linchpin. Her reputation as being forgiving and turning enemies into friends preceded her, and Wanderlust hoped to use that to win her over.

As he passed the fountain in the town square, the sound of foals laughing caught his attention. Off to the right, a pair of colts scampered out of a narrow street, chuckling to themselves over a shared comedy. Curious, Wanderlust drifted over, tracing the hoof-prints around the corner of a cottage. As he approached, rain began to fall at a modest rate, the droplets pitter-pattering on his snout.

Resting on her haunches in the alley, a mare with grey/blue fur and a cornsilk yellow mane sat alone gazing at the ground. Oblivious to the rain soaking into her, she sniveled softly, her fragile voice coming in pained huffs and whines. Her cutie mark of a cloud of bubbles struck Wanderlust as being out of place in such a sad scene. He stepped out from his cover and took a few tentative steps towards her, causing her to look up at him with the humiliation of having her hurt exposed.

The expression in her eyes spoke of desperation and indefinable frustration. Her eyes were offset, crossed with one higher than the other. For a moment they met each-other's gaze, and Wanderlust felt an exquisite pity for her.

Using his magic, he extracted a blanket from his saddlebag and draped it over her head and shoulders. He also took note of the objects strewn on the ground before her, a small basket with a red ribbon and three muffins. He knelt down and put his magic to replacing the goods in the carrier, and placing it under her leaning body and out of the rain.

"What has happened to you?" he asked her, speaking as though she were a candle that he could blow-out by speaking to loud.

She sniffed and wiped her eyes, her tears lost among the raindrops. Her voice was full of a delicate anguish; "They ran in front of me, and I stumbled 'cause I couldn't see 'em clearly. They did it on purpose to make me drop my muffins. They…* _sniff_ * they always do it on purpose."

A heat welled-up in Wanderlust's chest, the anger physically causing his body to increase in surface temperature. Rain that stuck his horn was turned to steam, though facially he gave no indication of his ire. Few things got to him like tormentors, those who victimized the vulnerable for entertainment. He was well familiar with the tyrant kind.

He stifled the urge to chase after the two and drag them back for an apology, that wasn't what she needed right now. "Bullies…" he said through his teeth; "I have dealt with my share as well."

At this her expression was altered to slight incredulity, she raised an eyebrow up to him, as her eyes were roughly level with his shoulders. "you …* _sniff_ * you got bullied?"

"Indeed, I was bullied for many years. The important thing is not to let it make you feel weak, but you must use it to make you feel strong."

He sat himself down next to her right, and created an awning of magic above them to shelter them from the rain.

"When I was… bullied, it made me feel weak, like I was a victim. But eventually I understood that as bad as I ever felt, I had a degree of control over how I felt."

She shuffled closer to him, and he craned his neck to the left as he continued; "Adversity, whether it be bad luck, bad weather, or just mean ponies are a part of life, something that everypony has to deal with. And that's where ponies like you and me get the chance to shine you see."

"What do you mean?" she asked,

"When you're in a race, that's a chance to show how fast you are, right?

"Yeah.."

"And when you… bake a muffin, that's a chance to show how good a baker you are, right?"

A faint smile crept onto her face, "yup."

"And when you smile, that's a chance to show how pretty you are, right?"

The smile spread, and her cheeks blushed a tiny bit as she glanced away, answering the question with a small giggle. To emphasize his final point, Wanderlust put a hoof under her chin and raised her face so that they might connect better.

"And when something happens, to test how weak we are, that's our chance to show everypony how strong we are."

Her face gradually opened with understanding, and from her chest her whole posture was lifted. "So… when something makes us sad… that's a chance to show how happy we are?"

"Yes, exactly."

She brought a fore-hoof to her face and wiped away the last of the moisture from her eyes.

Before he could react, she maneuvered around his foreleg and embraced him in a hug tighter than he would have anticipated. Wanderlust put his leg around her shoulders and returned the gesture. She nestled her face into his chest, "My name's Derpy, thank you for cheering me up."

"A pleasure to meet you Derpy, my name is Wanderlust."

They held together for a few more moments before Derpy pulled away, her demeanor a drastic transformation. Now her eyes were as bright and joyful as Wanderlust had ever seen a pony's been, and her smile struck him as remarkably sweet.

She leaned down and slipped the basket's ribbon over her neck, and used her teeth to fold the lining napkin over the muffins. Meeting his face once again she gave him a beaming smile; "Thank you Wanderlust."

She turned and merrily trotted off, leaving the blanket he had lent her behind. He took it in his magic, and held it aloft; "You can keep the blanket for the way home."

She paused and glanced back, "That's OK, I like to play in the rain."

As she trotted away, Derpy playfully frolicked in the puddles.

A few minutes later, Wanderlust arrived at the door to Carousel Boutique. He spared a look to the sky, where the Pegasus were clearing away the grey clouds. Standing before the door, his magic opened his left flank bag, and retrieved a small glass spray bottle. He sprayed a fine mist onto either side of his neck, and even a bit on his tail, then gave himself a self-satisfied sniff.

"Mares from Phillydelphia to Neighpon can't resist a whiff of 'ole _Scalawag_."

He opened the door, and found himself standing at the threshold in complete darkness.

"huh…."

But the lights came on in an instant and he was assailed by a cacophony of noise and colors.

"SURPRISE!"

Gathered within the shop had to be nearly half the town, the room adorned in party decorations, streamers, punch bowls, party hats.

Rarity and Sweetie Belle came-up to him grinning from ear to ear. Sweetie strapped a party hat onto his head, while Rarity took off his bags with a grunt of effort.

Wanderlust greeted them with a pleasant smile, "Rarity, what is all this?"

The mare chuckled, "Why it's a party darling. I know it seems unwarranted, but new residents tend to get a little soirée to celebrate." She sniffed at his neck, which elicited a flirtatious titter from her.

"Yeah!" Sweetie Belle chimed; "It's welcome to the neighborhood party!"

"PAAAARRRRRRRRRTTTYYYYY TIIIIIIIIMEE!"

A blur of pink collided into Wanderlust, tackling him to the ground and pinning him to the floor.

"Welcome to Ponyville Wanderlust! I'm Pinky Pie! And-"

She paused before another word came out, her nose taking an extended whiff.

"Hello Pinky, a pleasure to meet you."

Her expression stiffened, "Talktoyoulater, gottagobake!" and in a flash, she was gone.


	7. Chapter 6: Old Friends, Old Flame

It must have been one of those nights. Within the depths of the forest sat the quaint secluded cottage. And within that cottage, the occupant sat in a tall padded chair, wrapped in a set of pajamas and comfy robe. Back-lit by the fireplace, the pony's silhouette was cast through the window and into the dark bush beyond.

The night was cloudless, the pale moonlight unobstructed in its grandeur. Moving deftly under the satellite's ambient glow, a figure darted through the branches, their breath strained from exhaustion. Stopping to duck behind a tree, the mysterious shadowed pony took a moment to glance about. The memory of what had occurred as a result of their last visit to the unassuming chateau was still fresh for them, and the last thing they needed was an interloper causing distractions.

Confident that the coast was clear, they took a step around the tree towards the home. What they failed to notice in their haste was the thin line of wire stretching from the base of the tree to another tie-off point. A snap of the tripwire gave way to a _whoosh_! as a log flew past the pony's head, its bark scraping the very tip of their nose.

" _Whew… that was close."_

Letting their heart calm down they continued on, the edge of the wood-line only a few meters away. Tip-toeing through the bushes they were wary of any further traps, indeed an oddly shaped object caught their attention. They circled around it, not wanting to temp fate for a closer look.

" _He-he, not gonna get me twice."_

Distracted as they passed by the object, they missed the large patch of leaves strewn in a cubic yard as they walked over it. The fragile ground gave way, and the pony fell with a yelp into the hole. They closed their eyes, and covered their face expecting the worse. Sharpened spikes, burning coals, or venomous snakes was what they feared, but there was nothing.

Having reacted on instinct, their wings had kept them afloat over the gaping pit, flapping casually. Taking their hooves away from the face, they realized how foolish they had been."

" _Oh, … right."_

Gliding over the pit with ease, they paused at the border, peering as best they could for any sign of activity in the cottage. A slight shift in shadows through the windows gave them hope, and drew them out into the moonlight. The lone figure coasted across the open glen, letting the tips of the tall grass brush their legs as they passed.

Landing a few steps away from the home's door, they raised a hoof to knock, but thought better of it, anticipating another booby-trap to catch the unwary. They backed away, and moved over to the window where they leaned in to the pane. Inside they saw a lone chair positioned in front of a roaring fireplace. On the table beside was a cup of tea, wisps of heat still rising from the surface. But nopony was to be seen.

"Darn!" They thought, " _Could I have just missed her?_ "

Placing their forehooves on the window sill to push away, they suddenly found that they were stuck in place, a layer of viscous adhesive had been slathered on, and were not giving up their catch without a fight.

" _Oh great!"_

They yanked and pulled, twisted and whipped, and while they could feel the grip tearing, they were still held firm. Bracing their back hooves against the sides of the window, they put their wings-power into the effort, and with a mighty heave, finally succeeded in overcoming the glue. They tumbled backwards in the air, rolling in-between two long plant stalks, and becoming entangled in a net.

Falling to the ground in a messy knot, they struggled against this newest, most persistent trap yet. No matter what they did the meshwork refused to be thrown off, and stuck to them like-

A sudden bright light brought an abrupt end to their movement as a set of magenta iris' stared into the lens of a flashlight. But what made them focus to a point was not the light, but rather the gleaming tip of an arrowhead loaded into a crossbow just below it.

Equally stunned, the holder of the weapon stared back at the late-night visitor with curious deliberation.

"Rainbow Dash? Is that you?"

Sitting on her rump amid a tangle of pale netting, was Rainbow Dash gawking wide-eyed at the very mare she had come to see.

"Daring Do! I mean, Ms. Yearling! please don't shoot me!"

Lowering the flashlight and crossbow, the famous recluse author who part-timed as a treasure hunting archeologist, A.K. Yearling was known to many apony as Daring Do. Still dressed in her bed clothes and quilted robe, she was bemused by her company's current state. "What are you doing here?"

"I was coming to see you," Rainbow started, her mane and face still plastered in the meshing. "But I almost got hit by a log, and fell into a pit, then I looked in the window and got stuck, and now I'm all tied up in your net."

"Net?" Yearling asked, "you mean that spider's web?"

Rainbow finally took the time to look in detail at the gummy substance that covered her, and saw that it was indeed harmless spider webbing.

"Aw…" she muttered in embarrassment, stewing in her shame.

"But good thing you got past the others though," Yearling said, slinging the crossbow over her shoulder, "Because those were designed to trap raiders."

"Couldn't be too careful after last time huh?"

"Ahuizotl isn't known for letting go of a grudge. Come on in, we'll get you cleaned-up."

Yearling turned back to the cottage, Rainbow falling in step behind her, stretching a leg to snap a few strands of web.

"Ya know Rainbow, you could have just knocked."

Rainbow hung her head.

A little later, Daring was sitting in her chair when RD came into the room, her mane moist and frizzy, and combing cobwebs out of her tail.

"Thanks for letting me use your shower AK. Um, FYI… your drain is clogged."

Daring's face panned.

"So what could you have wanted to see me about that was so important?"

Putting the brush aside, Rainbow considered how she wanted to explain things.

"It's kind of a weird story, but I wanted you to take a look at something for me. I was hoping you might know something about it."

Well now this did sound interesting. A late night visit, a mysterious item, an unusual story? This could be another adventure, maybe even another book the author thought.

"Alright…" Yearling let the word hang, leaning forward in her chair; "show me what you got."

Reaching into a crevice under her right wing, Rainbow produced a gold coin, and placed it on the small table beside the chair. It immediately struck Yearling as odd, and she moved her face in closer to examine it. In all her travels she had chanced upon many different forms of currency, from slivers of silver, to brass buttons. The Equestrian Bit was most common however, an amalgam that was actually light on gold and heavy on tin. But right away she could tell this was nothing she had ever seen before. It was clearly old, worn and nicked from being carried among others, and its iconography was strange. Neither the engravings nor the letterings resembled Saddle Arabian or Zebraic, or anything from south of the Bad Lands.

"In the drawer over there," Yearling spoke without moving her head, motioning to a small Davenport table against the far wall, "Get me the magnifying glass, please."

As Rainbow shuffled items in the drawer, something clicked for Daring. _The Ship, there's something about the ship_. While the profile on the opposite side had been rubbed into obscurity, the ship remained fairly well detailed.

The magnifying glass came sliding on the table, and was picked-up in a second, positioned over the coin. Upon closer inspection, the ship did become more familiar, it was a military craft. The build was stout, and there was a tell-tale bulge of a ram beneath the prow. And the figure on the front of the ship itself was that of an intimidating Unicorn, horn leveled to attack, hooves raised. Squinting, she could even make out the slightest traces of an icon on the first of the three sails.

 _That could be the key…_ She thought, trying to make some sense of the rounded edge.

It was now that AK realized that Rainbow Dash was almost nose-to-nose with her looking down at the coin.

"Personal space Rainbow."

"Oh, sorry." Loyalty's bearer apologized, backing away.

"So what do you think?"

"I think you definitely have something worth investigating here. But if I'm gonna take this any further, you need to be straight and tell me how you got this."

"Well…" Rainbow wanted to be careful. While she have her reservations about Wanderlust, he had risked himself to save the fillies, so that should count for something she thought.

"This mysterious new stallion came into town the other day. He's some kind of drifter. I mean, he saved some fillies from Timberwolves, and Applejack and Rarity seem to think he's alright. Especially Rarity. But he's elusive and vague when you ask him about himself or his past, and apparently he's a pretty strong unicorn.

Anyway, he was in the mayor's office today and left with a big scroll. Then he bought some flowers for Rarity, and paid with three of those coins."

Yearling mulled the story, her eyes shifting to the side. "So an enigmatic new guys rolls into town, and in the first day he's a hero and charms one of the Element Bearers, and won't explain his past and true intentions. Hmm… I tell you what Rainbow…"

Daring crossed over to her friend, glancing back to the coin. "Let me hold onto this, and take it to some contacts of mine. I have a few in mind that could point me in the right direction. But it may take some time."

"That's fine! Whatever you think is necessary." Rainbow said with a degree of relief, "Thank you for helping me."

"Thank you for the interesting case." Yearling returned, placing the coin into a small purse. "I have to admit, it's been a little boring around here lately."

A smile crept across Rainbow Dash's face at the prospect of getting some answers, and looking out for her friends. But a grim look from Yearling stifled the optimism.

"In the meantime kid, be careful. Keep an eye on this pony. He might be one of the good guys, he might not. But whichever side he's on Rainbow, he is not who he says he is."

 **PONYVILLE**

The banner read: "Welcome to Ponyville Wanderlust!". He could tell the lettering was hoof-painted, and a warm smile turned in the corners of Wanderlust's mouth.

The boutique had been transformed into a packed party, streamers hung from the ceiling, and a large table had been set-up with punch and snacks. The banner itself was draped across the middle of the room, the red letters smeared with bits of confetti on them. All around him ponies chatted, with a few throwing the occasional glance his way.

After the initial welcoming, he had taken the courtesy of washing off the fragrance to avoid any further awkward instances. Pinky Pie had since returned, bundle of baked goods in tow, and gone through her proper welcoming ritual. Having gotten the second chance at a first impression, Wanderlust found himself trapped in perhaps the most genuine hug he had received a very long time.

"Do forgive the exuberance darling." Rarity said in her tuneful speech as she approached him from behind, "Pinkie Pie tends to be overly enthusiastic about her craft, it is of course her _raison d'être._ "

Wanderlust smiled, "oh, it's quite alright. You might say that it only confirms a gut feeling of mine about her."

 _The Element bearer of Laughter checks out. Two down, Four to go_.

"Though I was looking forward to our dinner…"

Rarity's cheeks flushed and she turned away to hide her face behind the locks of her mane. "Well I suppose we'll just have to reschedule for another night then." She peeked an eye out from the silky strands, her gaze searching for a connection to his. When their stares met however, Wanderlust saw something in the gleam of her pupil. For a second his mind was whipped back to another time in his life, a happier time, when somepony else would look at him that way.

His heart tightened in his chest and his face winced at the pain. The subtle expression was not lost on Rarity who immediately flinched backwards, as if recoiling from some harm she had done.

"Or we can um… We can-"

With a raised hoof Wanderlust cut her off, his face turned apologetic. "I'm sorry, I didn't mean to do that. It's just that for a moment you reminded me of somepony else. Somepony I lost a long time ago."

"I see…" Rarity said looking down, unsure about how to take the news. Now it was her mind that flashed back to earlier in the day, when she had measured the doubt in Fluttershy's voice. Maybe there was something to be worried about after all, something this nomad wasn't eager to share.

Sensing her discomfort, he reached out and brushed aside the hair that hid her face. "But that's a story for another time. Since I'm the new guy in town, why don't you introduce me to all your friends?"

She visibly brightened at the suggestion, and took his hoof in a ring of her magic to lead him along. "I would introduce you to my good friend Fluttershy, but I'm afraid she's dealing with a sick patient who needs constant care tonight."

 _Hmmm_. Wanderlust thought, recalling his wide array of medical knowledge, _perhaps that's my hoof-in-the-door with the Pegasus._

Rarity was leading him to a grouping of several other mares, who were idling around a few dressed mannequins.

"There was one thing I wanted to ask you about Rarity." He mentioned casually."

"What's that darling?"

"The castle, I was wondering if-"

Their approach was halted when a flurry of activity from three tiny fillies. Trapping them in a bouncing circle, AppleBloom, Scootaloo, and Sweetie Belle wore smiles and sparkles of glee danced in their eyes.

"Wanderlust!" Sweetie chimed, "You have to tell us a story!"

"Yeah!" Scootaloo agreed. "You must have a hundred awesome stories from all over the world!"

"I bet he has a thousand!" Applebloom wagered, raising the stakes. "Fightin' monsters, ancient treasure, rescuing damsels in distress!"

Rarity giggled at the last suggestion, "Girls, he's not a superhero."

"Maybe not." The grey unicorn teased, sounding like he was considering weather to share a bit of juicy gossip or not. "But I do have a tale or two that might satisfy an audience."

"Yaaay!" All three crusaders cheered, splintering off and scampering in-between the legs of older ponies. They emerged on the raised dais where customers could examine themselves in the wall of mirrors.

Sweetie Belle spoke out for all the crowd to hear, "Come on up Wanderlust! Tell us a good one!"

All eyes turned in his direction, which he found uncomfortable at first, but with a short chuckle, his courage reasserted itself. The party guests cleared a path for him to the platform, and he took the invitation.

"Well for anypony who hasn't met me yet, as the banner implies my name is Wanderlust. I have been many places and seen many things, far too many to share with you tonight." He mounted the stage and faced the eager crowd, "But there is a story I think you'll like. It's of something I witnessed during my time sailing the Great Eastern Sea, one of those encounters that passes from tavern yarn, to legend, and into song."

An eager murmur went through the party crowd, ready to listen to the rover's ballad. Off to the side, Applejack leaned into the wall, her Stetson lowered in the fashion of country folk about to let their imagination give vivid life to a song.

"I will of course need an acoustic guitar."

A pink hoof extended much beyond its normal proportions, clutching the neck of a wooden guitar.

"Thank you." Said Wanderlust, taking the instrument in his magic and playing it across the strings.

Pinkie Pie slid herself next to Rarity, and gave her friend a nudge in the side. Rarity kept her mouth shut through a smile, and playfully nudged Pinkie back.

"Now this song is called 'the Mare on the Shore'." Wanderlust explained, as he plucked the strings a few more times, making sure it was tuned to his liking. "And I had never seen anything like it before or since. We had been at sail for days with a steady wind at our backs, and were making good time to the Gulf of Gaskin. But suddenly one day, I think it was a Tuesday, the wind died out and we were left drift among a scattering of small tropical islands."

Another tendril of magic extended out from his horn and formed a large panel in front of him. Within, a little wooden ship caricature came into focus moving among several green-topped islands. The crowd ooed and awed at the display, captivated by the show.

Then he began playing. It was a slow melody, one that eased the listener into comfort. The image in the projection washed aside to now feature a lithe, pale mare, with a long flowing green mane, frolicking wistfully along a beach. The audience gasped at how pretty she was, carefree and content in the sand.

"There is a young Mare, and she lives all alone, she lives all alone on the shore-O. There's nothing she can find to comfort her mind, but to roam all alone on the shore, shore shore, but to roam all alone on the shore."

Then the show changed to a pony wearing a tri-corner hat, looking out over the prow of his ship.

"Twas of the young captain who sailed the salt sea, let the wind blow, blow lo-ow. 'I will die, I will die' the young captain did cry, 'if I don't have that mare on the shore, shore shore, if I don't have that mare on the shore."

The captain then held a pile of bits and jewels in his hooves.

"Well I have lots of silver, I have lots of gold, I have lots of costly wear-O. I'll divide, I'll divide with my jolly ship's crew, if they row me that mare on the shore, shore shore. If they row me that mare on the shore."

Suddenly the mare was being helped on the ship, all the sailor ponies gawking at her like treasure.

"After much persuasion, they got her aboard. Let the wind blow high, blow l-ow. They replaced her away in his cabin below, here's a due to all sorrow and care, care care. Here's a due to all sorrow and care."

Now the mare was in the cabin, with the others all gathered around her fawningly.

"They replaced her away in his cabin below, let the wind blow high, blow lo-ow. She's so pretty and neat, she's so sweet and complete, she sung captain and sailors to sleep, sleep sleep. She sung captain and sailors to sleep."

Suddenly the music picked-up, and the mare was adorning herself in bejeweled rings and stuffing gold bits into a sack.

"Then she robbed him of silver, she robbed him of gold. She robbed him of costly wear-O. Then took his broadsword instead of an oar, and paddled her way to the shore, shore shore. And paddled her way to the shore."

The next scene depicted the despondent captain leaning out over the prow, calling out to the mare who now sat on the sandy beach, surrounded by her stolen treasures.

"Well me crew must be crazy, me crew must be mad, me crew must be deep in despair-O. For to let you away from my cabin so gay, and to paddle your way to the shore, shore shore. And to paddle your way to the shore."

The mare was now dancing merrily, kicking up sand as she pranced impishly.

"Well your crew was not crazy, your crew was not mad, your crew was not deep in despair-O. I deluded your sailors, as well as yourself, I'm a Mare once again on the shore, shore shore. I'm a Mare once again on the shore."

The song softened as Wanderlust thumped on the body of the guitar, and the imagery pulled back, the mare still skipping and romping into the sunlit horizon.

"Well there is a young Mare, and she lives all alone. She lives all alone on the shore-O. There's nothing she can find, to comfort her mind, but to roam all alone on the shore, shore shore. But to roam all alone on the shore."

The thumping continued to a few more beats, then fell to a stop. The image dissipated into tiny bits of light before fading to nothing. Wanderlust brought the guitar to lean against his chest, bowing his head to the crowd.

For three seconds, the audience simply blinked, just in case there was one last note to be played. But as Wanderlust lifted his eyes to check, they responded with applause and cheer, a few even whistling.

Still next to Rarity, Pinkie was standing on her hind legs, hollering and clapping. The seamstress simply smiling as she watched Wanderlust bow to the spectators. While she preferred more upbeat music, she had to admit the sea shanty had a folksy charm to it, and it had been sung well. She tried to imagine if such a story had any truth to it, or was just a bit of old fable. Much like Wanderlust himself, she could only speculate how much of what he put on was really him, or just an act.

At the base of the stage Rarity spied Sweetie Belle and her friends, where they had clearly enjoyed the performance. While she was typically a happy filly, there was the unspoken ghost of their family situation. Any child is resilient, but the absence of their parents had weighed on both of them, and Rarity worried what it was doing to Sweetie Belle in the long term.

Maybe that was a big reason why she found herself so attracted to Wanderlust, because of how quickly Sweetie had bonded to him. The more she thought on the matter, the more reasonable Fluttershy's cautious voice sounded. A pang of unease jabbed at her heart, something she now considered might be in the act of betraying her.

But an errant bump from Pinkie jolted her out of such thoughts, back to the party where the enigmatic stallion had just presumably shared an enchanting true tale. The joy of her friend created an opposing idea in her head, one that argued for the glass half-full. A feeling to embrace Wanderlust, give him the benefit of the doubt, trust that he's one of the good guys without some hidden ulterior motive. Consider that maybe, just maybe, this wasn't too good to be true.

The twists and turns of Rarity's heart and mind occurred in a matter of heartbeats, and as the applause continued, she swallowed her doubts for the moment and joined in the celebration. With a gleaming smile she offered her own musical shout of praise to the choir.

Wanderlust glanced about, pleased that his song had gone over so well. " _If only they knew how true it was_ " he thought to himself with a smirk. By the far side of the room he saw that both Rarity and Pinkie were celebrating. Shifting over to the right he and Applejack met each other's gaze and traded a pair of slight nods, a sign of her subtle approval.

" _Fluttershy is occupied_ ," he remembered, " _The Princess is away…_." Then the fact that he was searching for came to him, " _Where is Rainbow Dash then?_ "

The absence of the curious Pegasus seemed odd to him. Another quick scan of the crowd during his bow confirmed that she was missing. Instead of feeling apprehensive, or even troubled, he found that he was enticed by the thought that Rainbow was secretly trying to uncover the mystery of the coin. It was a secret that deserved to be revealed, but there would be questions raised by it, and he suddenly wasn't sure he wanted to answer them quite yet.

" _I'll have to catch up with her sometime, get a better reading on her_."

Wanderlust finally straightened his posture, "Thank you, thank you all!"

The Cutie Mark Crusaders all positioned themselves at the foot of the dais, their faces beaming with eager joy.

"Do another one!" they chanted in unison, "Do another one!"

Wanderlust again gave them an expression of faux hesitation, pouting his lips, looking towards the ceiling, emitting a hum of deliberation. But after a moment he craned his head back down to them, a playful grin cutting through the front.

"Well girls.." he asked them just above a whisper, "Have you ever heard of the far-away land called Honalee? And a magical dragon named… Puff?"

The fillies eyes widened in suspense, captivated to hear this new story of distant lands and dragons. But they never got the chance.

Before they could respond, the lights in the room went out. A hush went over the crowd as they remained still, too startled to move. Immediately, Wanderlust tensed, going into a mode of hyper-awareness. Heat began to build in his horn, ready to lash out at any foe that might be lurking in the darkness.

"Is this a party or a poetry reading?"

The voice came from everywhere and nowhere, echoing in the room as if it had come from some supernatural megaphone. It was certainly feminine, tinged with a suggestive tone.

"How's about I show you all how to really wow a crowd!"

A streak of light hit the center of the ceiling, and exploded in a shower of bright sparks.

"For somepony who can amaze and dazzle…"

Another streak to the back of the room, bursting apart in a blue.

"Captivate and stagger…"

A ball of green light bounced along an invisible path around the crown, dripping with smaller flickers.

"Could only be, tremendously talented…"

Now a volley of multi-colored comets sailed over their heads before exploding, much to the awe and wonder of the audience.

"And marvelously magical…"

A waterfall of popping sparks erupted from the top of the boutique's doorway, becoming a showtime entrance for the speaker.

"Like the Great…"

A burst of light from the doorway, illuminated the silhouette of a pony with long hair, posed with their head down, and a foreleg outstretched.

"And Powerful…"

A second flash, and the outline now had their forelimbs raised to the sky in a show of strength.

Then as the room went dark for one last moment, a drum-roll, from somewhere, whetted the crowd for the revelation. A revelation that struck Applejack, and she put a hoof to her face in resignation.

"Oh no…"

A brilliant white flash, and the mysterious mare was exposed at last standing in front of the door, a geyser of magically colored sparks erupting behind her. Light blue of fur, pale blue in mane and tail, her star studded cape and large pointed hat gave her away as somepony who had visited the little town before.

"TTTTTRRRRRRRRRRRRIXIE!"

The room responded with a wave of cheer for the show-mare-ship. Applejack joined Rarity and Pinkie, none of them too visibly enthused by the unexpected guest.

Finally coming down from the success of her display, Trixie set her hooves on the floor, and took in the room's decoration. Around her ponies smiled and chattered, apparently having either forgiven or forgotten her previous antics in town. She smiled in return, happy to use her gifts to bring joy to others instead of her own aggrandizement.

Her attention eventually wound its way upward to the banner, where she figured she could learn the name of the party's cause. But as she read the name on the streamer, her posture softened, and her face fell in heart-wrenching disbelief.

The party hushed, stunned by the sudden turn of her demeanor. She strode forward through the crowd, towards the stage where a grey, blue-maned unicorn stallion stood, their eyes locked on each other.

Trixie stopped a few paces away from the stage, Wanderlust gazing back down at her, into eyes that began to water and quiver. His face was not shocked, surprised, uncomfortable, or upset in the slightest. Instead his own eyes wore an expression of both reception and apology.

"Wanderlust?" She asked in a way that one might question the ghost of a loved one. "Is that really you?" A tear rolled down her face and she searched his for any tell that he wasn't who she thought.

"Hello Trixie," He spoke gently, comfortingly. "It's good to see you again."

At this confirmation, a cough of emotion caused Trixie to cover her mouth and recoil as Wanderlust stepped down from the dais. He lifted a hoof to place on her shoulder, but she jerked away.

"Trixie, Let's go outside and-"

"Don't…" She cried, batting away his attempt to reach out. The sobbing began, and she turned wholly from him and trotted towards the door.

"Trixie wait! He called after her, but she shouldered through the door and out into the night.

Nopony spoke as Wanderlust stood in the center of the room, surrounded by silent, sullen faces. Realizing he was currently at the center of an embarrassing scene, and a feeling of guilt washed over him for those who had put the party on, and those who had trusted him so far. Swallowing a lump, he trotted for the door, hoping that Trixie hadn't gone too far away.

He caught Rarity's eye as he passed, and the second it took his raised hoof to strike the floor seemed like a minute. He saw her face become a mask of confusion and misery. She had no context for what she had just seen, and given that she had been flirting with him openly, he felt especially low. He saw her iris contract around the reflection in her pupil, and knew that the trust she had granted him had just been spoiled. He saw her decide that she had no idea who she had been welcoming into her life. And he couldn't blame her, she was right.

His hoof came down on the floor and he tore his gaze away, exiting the boutique. The room was left quiet, nopony willing to be the one that broke the silence and thusly draw all attention to themselves. All except one of course.

"There's still plenty of foo-oood!…" Announced Pinkie in a sing-song voice.

 **THE NEXT MORNING**

 **TRANS-EQUESTRIAN RAILWAY**

The next morning, the Friendship Express was chugging its way on the tracks, exiting the mountain tunnel into the sunlight on the cloudless day. The rear three cars were typically reserved for VIP occupants, and Twilight Sparkle sat in the second to last.

From her seat by the window, she looked out to the spruce covered valley below. Her car hit a new segment of rail and jostled the satchel of books sitting next to her. She always enjoyed the pleasant trip back to Ponyville from Canterlot, and with her new collection in tow, it would be an enlightening one.

Spike rested on the other side of the car in a seat of his own, a short stack of the newest Power Pony comics at his hip. Certified, non-enchanted this time.

The ride back would be a little over an hour, " _Just enough time for a little light reading,_ " Twilight thought. Glancing down to her cutie-mark painted saddlebag, she used her magic to undo the buckle and extract the largest of the three tomes within.

As tall as it was, it was relatively thin, and bound between dark leather hardcovers. Running her hoof across the surface, she could feel the wooden slate underneath the leather, a detail that she remembered from school was a technique very long out of date. Inscribed on the front cover, was more of the ancient Thulian script, which Luna had told her was called 'Runic'.

She remembered the look in Luna's face when she gave Twilight the book earlier before leaving. The senior princess had installed a false wall in the side of her personal bookcase, and after assuring her pet Tiberius it was alright, the wry possum allowed her to trigger the slide and remove the book from its hidden alcove.

"I made sure to hide this away after he was banished." Luna said, looking down at the musty pages with fondness. "The Tale of Prince Æclypse the Valiant" She translated, holding it up for Twilight to see. "It was secretly sent to me by a friend of the prince, some time after the events transpired. The title here is the only example of their harsh tongue I've ever had decoded. Luckily the story within was rendered in Equestrian for my reading."

She floated the book over to Twilight, but held it aloft just short of her grasp. "Eh, you can read middle-Equestrian can't you?"

Twilight nodded, "I've read a bunch of middle-Equestrian poetry from the Royal Library."

Luna raised an eyebrow and gave over the book "I believe you", she said without a doubt in the notorious bookworm. "I'm a little surprised it survived my sister's purge; I suppose when she moved my things from our castle in the Everfree, she left them otherwise unmolested."

Twilight gave the book a quick glance before stowing it in her bag, "Are you sure you want to let me borrow this? Aside from being a priceless historic document, it must mean a lot to you."

Luna considered the prospect for a second, but waved it away. "I trust it in your care, Twilight Sparkle. For me it is a reminder of a memory that has long ceased to provide me with reflection. This dust-covered tome serves no purpose secreted away, and I hope that you might find something of value within its pages."

" _And that's just what I intend to do_." Twilight mused, another clacking of the tracks echoing through the cabin.

Spike looked-up from his comic and noticed the familiar gleam in his mentor's face as she flipped open the first few pages. He merely nodded, and went back to his panels.

Twilight's tongue stuck out and curled around her upper lip as she examined the opening contents. After the cover there was a blank page, followed by one featuring an amazing illustration. It was two unicorns, stylized in long curving arcs and knots, and interwoven around the image of the sun wheel atop the torch like she had seen in the library. The wheel was placed between the heads of the unicorns, with their horns crossing over it, rays of light beaming from the background.

The bottom of the image terminated at a line, under which was a short line of text in the archaic Equestrian, that she read to herself; " _Mæi þie licht of þie Fylfot gyen Þule for alweye._ " In her mind she quickly made sure she could comprehend the verbalism. " _May the light of the Fylfot guide Thule for all time._ " The last word had some flexibility, but she was sure she got the idea.

Turning to the next page she exhaled, preparing not just for the exercise in dead language, but because she was about to read a story that nopony had read in hundreds of years. The first page of the tale was topped with a depiction of snow covered mountain peaks, and the first letter was large and extravagantly illustrated in gold and green.

As she began reading, her mind's eye as usual delved into the account, a vivid imagination allowing her to see herself in the setting.

 _The Crystal Mountains were as mercilessly bitter as they ever were, the wind this day more violent than I remember it being for quite some time. The sky was grey, a light snowfall coming down on the dozens of unicorn pilgrims who traversed the pass. Only the barest light shone through the clouds, casting us all in a pervasive gloom, the ponies huddling together and bundled like babes against the cold. Though the day passed in this manner, we knew that nightfall was not long in coming, and that soon the howling winds would bury the weary travelers._

" _We must reach the tree-line before eventide Wiglaf." My prince said to me, watching over the train from our vantage point. "Life in the southern lands has made them vulnerable to the chill in these peaks. Worse, we may rouse the interest of some beast."_

 _We stood on an outcropping, below us passed the shivering mass along the road. Yearly these ponies made their pilgrimage to Thule, only to reenact the exodus of their unicorn ancestors to the lowlands settled after the Windigos were driven out. The leader of the travelers was always a mare, dressed to emulate the resplendent Princess Platinum, who led those willing to leave our ancestral homelands for new promise. Beside her is another who portrays Clover the Clever, Platinum's page who went on to great renown of her own._

Twilight paused, remembering how she and Rarity would pretend to be Platinum and Clover for the Hearth's Warming Eve play in Canterlot. It would seem that the tales of the Thule ponies were much kinder to the princess' memory than the one passed down in Equestria.

She giggled slightly at the thought of Rarity leading a group through such terrible weather, and how she'd be complaining the whole time.

 _As I stood beside him, I took my own measure of our situation, and he was correct. Night would be upon us soon, making our duty to protect them all the more perilous._

 _The Prince gazed down at them carefully, looking for any that might be faltering in the knee-deep snow drift, or unable to stand the biting wind. I had watching him grow from a foal to a young stallion, a strong, intelligent, and caring prince. And as he stood there, adorned in his royal armor and his mane flapping in the gale, I saw not the pony whom I served as mentor and guardian since his weaning. Instead I saw the embodiment of our kingdom, one that we would be singing songs of for generations._

" _Your judgment is true Æclypse, we should put a shoe in their dock, get them moving."_

 _He chuckled at the suggestion; and looked at me with a laughing twinkle "That's your solution to everything my friend! If you had your way, we'd be cracking whips at their hocks!"_

" _And they'd be better for it." I told him sternly, for I had little patience for the feebleness of the farmers and potters who pretended to the hardiness of their forebears._

 _He ignored my disdain and moved along as the middle part of the procession came over the path. "I wonder what it's like where they're from Wiglaf. I wonder about the rolling valleys, fields covered in flowers of every shade, and grass greener than emeralds. I wonder how they live their lives, conduct their simple trade, lay by the river on a spring afternoon, how their fillies play."_

 _I did not share my prince's romantic imagination, for life in the north had not imparted me with a such a curiosity for things beyond our borders. But I did admire his desire to see more of the world than just our little part of it._

" _I imagine it becomes as tedious to them as our life is to us, my prince. The daily grind of their lives not much different."_

" _You are probably right. I suppose one does take the familiar for granted. Still, I would like to take a trip down to the lowlands someday. Spare myself the sight of your grim face for a time."_

 _As I turned my head to offer a protest, he used his hoof to toss some snow into my face. I sputtered to speak, but his mischievous laughter quenched my anger, and I found myself chuckling just the same._

" _Who am I kidding Wiglaf." Æclypse said as he used his magic to clear the last bits from my beard, and draped a foreleg over my shoulder. "If I ever went to visit the south, you'd be right by my side, wouldn't you?"_

" _That I would." I told him smiling, "That I would." And I meant it._

Twilight bit her lip with a laugh of her own in her heart. She tried to picture this Wiglaf; he sounded like a gruff, older unicorn, stocky, flat-faced. He must have had a great beard that covered his lower jaw in bush. She imagined him next to the young, lean, and handsome prince on that rock among the northern winds, what a pair they must have been.

" _A fine evening for a quite hike! Wouldn't you say my prince?"_

 _The voice called from below, one of the pilgrims had stopped to shout up to us. He looked to be of middle-age and must have made this trip more than few times in his life. Without hesitation, Æclypse answered him._

" _Is that what time of day it is? And here I thought it was still luncheon."_

 _The stallion below gave him a merry salute before carrying on. Of course, we all knew the movement of the sun, for as unicorns descended from those who raised and lowered it in the past, we were still attuned to its movements as we were to moon as well. The Alicorns may have taken over the duties of raising and lowering them, but we unicorns will always be connected to the bodies._

Now that, Twilight thought, was interesting. _All Equestrian unicorns are still linked to the sun and moon? Hmm. I think I'll have to do a little experiment with Rarity when I get back._

 _So we continued on for a while, with night slowly drawing her curtains across the sky._

" _I wonder what they're like Wiglaf."_

" _What 'who' are like?" I questioned in return. I saw that he was gazing skywards, where through a break in the clouds, a few of the brightest stars were beginning to shine._

" _The Alicorns. At this very moment Celestia and Luna must be at work, trading their charges. For all that we hear of them, I have to wonder what they must be like to sit down to dinner with, tell stories with,-"_

" _Go to dance with?" I said, catching him off guard. Despite the cold I saw his cheeks blush. As grown as he was, there was still a bit of the colt left in him yet._

" _Don't be embarrassed young prince." I assured him. "I too have heard of the Alicorns great beauty, I'm sure there must be many a stallion from each corner of Equestria and beyond who dreams of such lovely creatures."_

 _His ears clung to his head for a few paces before he finally spoke again. "I'm sure they must like to laugh and sing Wiglaf, and do all the things that bring us normal pony-folk joy. Else what would they be, if not the embodiment of all three tribes?"_

 _I had given little thought to the nature of the Alicorn sisters in my life. In all my years, and all the years of my father, and all the years of my grandfather, they had never visited Thule. Generations ago, in the time of King Thalamar the Great, had been the last time Celestia came so far north as to grace our cider halls with her presence._

" _I imagine they are much like you and I." I said as we strolled. "In so far as they take delight in good food, good drink, and good company. But they must also be wise in their extended years of ruling the south."_

" _Do you think I could hold my own at a dinner conversation with their likes?" The prince asked in a pondering tone. At this notion, I had to chuckle._

" _My prince, I have seen you rally a crowd of soldiers, and charm the fairest mares. I have no doubt that a discussion betwixt you three, would be a conversation among equals."_

 _His ears perked and he gave me a confident smile before I finished my thought. "Nattering on as you will about philosophy and music."_

 _At once we laughed, and he jostled me in the flank for my teasing. Although I was officially little more than a bodyguard and fighting instructor, I had grown to view the prince as something akin to a nephew. And life was good._

 _As we made our way through one of the more treacherous mountain passes before the safety of the treeline, the wind quickened with such ferocity that several of the pilgrims cried out in distress._

 _We too were struck by how hard and fast it had picked-up, our instincts telling us that something more than just an errant squall as responsible. It became so strong, we were forced low to the ground to avoid being blown away. A part of me feared that the Windigos had returned._

" _We have to get the through the pass!" Æclypse yelled above the wind, "they can still make the treeline if we hurry!"_

 _I nodded, and as the roaring gust washed over us like an avalanche, we crept forward, the ponies in the train already racing to escape the storm. The dozen or so soldiers we had among them ordering their movement to hasten._

 _We were falling in behind the train when we heard something rumble from within the tempest. It was not thunder, we knew that at once. And we heard it again, a booming bellow that shook the very ice beneath our hooves. Stopping, we watched as best we could through the blinding torrent for any sign of the source. But nothing moved._

" _We should stay with the herd!" I called out to him. "Whatever's out there is just as hindered by the storm as we are!"_

 _But as I made to turn, he did not move. He remained still, his eyes searching, waiting. I reached a hoof out to him, but he lurched forward pointing to something I missed by a heartbeat._

" _There!" He cried out, his gaze fixed, "Between those peaks!"_

 _At first I saw nothing but the veil of white, but after a moment, some thing did stir, something large and dark slithered behind the rocks. What it was we could not tell, but a third roar carried on the winds let us know we were better off not finding out. We both turned and hurried to catch-up with the others._

 _We galloped through the snow as fast as we could, our legs fighting against the depth of the drift. Another roar, this time much closer preceded a tremendous shock that cause me to stumble. My body slammed into the rocky wall of the path before I rolled to a stop on my side. I could feel my back leg and left flank had been injured, and struggled to right myself._

 _Prince Æclypse skidded to a halt beside me, and helped me to stand._

" _We'll never outrun that thing in the storm!" He set me to a limping trot, but stayed behind._

" _Æclypse! Hurry!" I screamed, fearing for his safety. But he would not budge._

" _Go!" he yelled back to me, "Keep those ponies moving! I'll hold it off for as long as I can!"_

 _A mass of snow was displaced from a higher ledge by the creatures approach, creating a barrier that separated us. I lost sight of him and began to panic._

" _Æclypse!"_

" _Run Wiglaf!" I heard him cry, but I could not leave him, neither my sense of duty to my prince, nor my loyalty allowing me to do as he commanded. So I found an incline I could surmount in my condition, if nothing else to see what might become of Thule's First Son._

 _I hauled myself over a boulder, the winds at a fever pitch, the full cloak of night established, and the chill stabbing at my face like a griffin's talons. As I peaked over the stone, I saw my prince, but he was not in the lonely cold and darkness as I was. Instead, an otherworldly orange glow bathed the area, its epicenter moving like a stalking lion behind the rocks._

 _Æclypse readied himself for whatever it was, his teeth grit and horn alight. The next sound that rose above the winds was not a roar, but a guttural snarl that sent a shiver of terror up my spine. And I knew at once what type of fiend had chosen to prey on us._

 _A massive black claw, large enough to grasp around a pony whole clutched a peak, crushing the stone between its digits. Rivers of fiery glow snaked their way along the limb, plumes of smoke and steam spewing from them continually. The creatures head rose into view, that of the dreaded Fyre Drake of ancient lore. Its skin as black as charred wood, its body seething with fumes from the inferno that was its inner core. Its head was narrow and menacing, with frills on either side, its mouth filled with crooked fangs._

 _Its eyes blazed from the furnace within, and focused on the unicorn that had dared remain to oppose it. Loosing a terrible roar that turned the snow to steam as it fell, the drake reared-back to flex its wings in a display of might._

 _With my heart nearly beating out of my chest and mortal terror for the Prince gripping me, I watched on in numbness as Æclypse responded in kind on his hind legs, and screamed back saying- "_

" _-candy!"_

"What!?" Twilight said aloud, startled in confusion. " _That's not what_ -"

"Want some candy Twilight?"

I was now she realized that the voice that interrupted her reading had been Spike, calling from the door of the cabin. There he stood, the attendant offering him a selection of brightly colored treats. Her number one assistant stared at her, waiting for an answer.

She exhaled. Having been so enthralled by the story just as it was building, she had become oblivious to her surroundings. As annoyed as she was by the intrusion, the thought of something sweet was indeed tempting.


	8. Chapter 7: Broken Masks

At the very moment Twilight Sparkle was enthralled by the tale of Prince Æclypse, the weather over her destination, Ponyville, was as perfect a cool autumn day as any Pegasus had ever constructed. The birds chirped as they glided on the breeze over the dale, red ones, blue ones, little sparrows and chickadees. Over the knoll came a soft humming, a voice with a cheery tune to keep cadence with their step.

Rounding the top of the hillock, Fluttershy pranced lightly along. Behind her, a trail of frogs bounded one after another, following their pied-piper. She glanced back to her parade, making sure they were all keeping-up.

"We're almost to your new pond little ones! Oh, you're going to be so comfortable there, that other pond you were in was way to close to the Everfree."

A few of the amphibians croaked their pleasure.

Knowing how close they were to their new home, Fluttershy finally took care to observe the pond, which was nestled at the edge of the glen in a little pocket surrounded by trees. The friendly kind, not the nasty gnarled Everfree ones. But as she examined the spot, she noticed a large dark form laying by the pool, a stallion with his face draped over the water. As she got closer the figure took no notice of her, preferring instead to dab their hoof at the water's surface and send ripples in all directions.

She came to a stop a few paces away, the frogs continuing past her to file into the water, several _plunks!_ breaking the quite. Though the stallion's hair draped over his face a bit, Fluttershy could tell he was dejected. When a frog poked its head above water, its tongue shot out and stuck to his muzzle, perhaps in a friendly attempt to lighten the mood. But having no success, with a disappointed _mur-murt_ it plopped back down.

"Sorry to, um, bother you." Fluttershy began, nervously trying to get the grey, blue-maned unicorns attention. "I was just, um, hoping that, oh, If you could just-"

"You're Fluttershy aren't you?" he asked gloomily without moving his head.

"Um, maybe.." was all she managed.

"Rarity said that you were tending to a patient overnight. Tell me, are they alright?"

She thought about the turtle she had tended to last night, it had been trapped on its back for several hours and was in bad shape by the time other woodland critters had alerted her. The memory of the sick reptile was enough to draw her out of her timidity, "Oh yes, little Tibby was very ill from exposure."

The plain fact she had missed at first stunned her, "Wait, Rarity told you about me?"

"Yes." he said, raising his head and turning in her direction, "We haven't met yet, but I'm Wanderlust. She told me you were a dear friend of hers."

"Oh" she softly exclaimed, making the connection. This was the stranger, they had talked about in the spa yesterday. "Rarity said you were, um, a good cook." she said, unable to think of something more relevant.

"Rarity told me you were the kind one." Wanderlust said with a casual lie, dropping his head back down. "I'm afraid my night was rather unkind." With an exaggerated sign he lifted his chin and set it back down. "But I don't suppose that's any of your care."

Fluttershy tensed. Her natural instinct was to just back away and get back to her cottage, but he didn't seem all that scary. Here he lay on the grass, no taller than a kitty, and was about as much a threat.

"Well, um, if there's something you'd like to, maybe, talk about."

"Oh you don't want to hear about my troubles. I just hope Rarity isn't too mortified by the scene I caused at the party." That second part was at least true, the pained expression on her face had dug at him. In fact he hadn't even returned to the boutique after he went after Trixie, he had spent the night wondering about the town.

"Well, maybe I can talk to Rarity later" the Pegasus offered, "So, why don't you tell me, um, what happened. That way I can help her not be so, um, mortified."

He looked to her with careful thought, reading the subtle tells in her face. "You must really be a good friend."

"Oh yes." she nodded, "I would do anything to help a friend. Except, you know, scary stuff."

Wanderlust rose from where he lay, stretching his legs with a groan. "I've been laying down for quite some time. Come, I'll escort you back and tell you what happened."

Minutes later, after Wanderlust had set the scene with him chasing after Trixie, and how bad he felt about Rarity. The walked at an amble, with Fluttershy listening intently. He continued his tale with how he found Trixie sobbing against a fence post.

"I found her there at the corner of somepony's yard fence, her hat on the ground beside her half-slathered in mud where it fell. The rain from earlier had waned, but there was still a light drizzle that soaked her mane and plastered it against her neck."

"Go Away!" she yelled at the sound of my approach, flapping a hoof in my direction. I sucked in a breath and tried to reach out but she snapped at me, angrier this time.

"Go away and leave me! Just like you did the last time I saw you!"

She glared at me, her eyes drenched in rain and tears. I saw the well of anguish behind those windows, and if not for the droplets, she would have seen my tears as well.

"I'm sorry I had to leave you like I did Trixie, but I thought you would-"

"That I would what!?" she demanded, "That I would just forget about you? Get on with my life like you never existed? Seek my fame and fortune all alone?!"

"That you were strong enough to be on your own, without me slowing you down."

"Oh my" Fluttershy finally cut in. Not immune to a mare's taste for gossip, she as much as anypony could imagine the emotion of the situation.

"So you broke-up with her?"

"Broke up with her?" Wanderlust said, confused.

"She was your Very Special Somepony, and you had a bad break-up, right?"

Wanderlust's eyes widened as he realized what she meant. "Oh no no no, it wasn't that at all. She wasn't my mare-friend. I could have never thought of her that way."

Now it was Fluttershy who was confused. "Wait, so why was she so upset about you leaving her?"

"That story is a little older. Many years before she was 'Great and Powerful', she was just a little thing on the streets of Fillydelphia. I remember when I first saw her. I had been in the city for a few days, trying to find an antique broker, when I chanced upon a crowd of ponies in the city commons. At first I couldn't tell what they were all looking at, but I edged in closer, and saw a ragged maned little filly standing on an upturned box. A crude wizards hat made out of cardboard was on her head, little stars drawn on it with a crayon.

'Come see the magic of Trixie!' she announced to the audience, trying her best to sound like a trained performer. I could see by her cutie mark that magic was indeed her talent, and being an aficionado of the craft myself, I decided to see what she had. She was adorable. Her routine was little more than making things appear out of her hat, and little streaks of sparkly lights for flair, but she did it with such earnestness and cuteness that you couldn't help but applaud."

Wanderlust spoke as he looked off into the distance, a smile peeking out from the corners of his mouth. Fluttershy could tell this was a happy memory, one that he probably hadn't relived in years.

"When it was finished, the crowd applauded and threw a few bits in her hat for the show. I watched as she counted her take with a growing frown before putting the bits in a saddle bag that looked even more tattered than she did. She finally noticed that I was still staring at her, which must have upset her because she yelled at me; "What do you want huh? Shows over!".

Before I could reply, she hopped down off the box and trotted away. I was inclined to just let it go and return to my search, but something about her made me want to see where she was going. I followed her a ways downtown, she didn't stop anywhere and she didn't talk to anypony, which stuck me as strange. Eventually she turned into an alley, where an old, overweight green mare was hunched over a cart filled with various odds and ends of broken and discarded objects.

Spying on them from around a corner, I listened as they haggled over something.

"Alright, three bits, just like you asked!" Trixie sounded mad, like they had argued before. She presented the money to the mare, who glared at it suspiciously.

"Now the price if four bits!" she growled.

Trixie visibly balked at the price, a mix of fear and anger distorting her young features.

"Four bits! That's a rip-off! That old rag isn't worth half a bit!"

"Then why do you want it so bad then huh?"

"None of your business!" Trixie squealed in her little voice.

"The price is four bits. So you want the rag or don't ya?"

The mare was trying to squeeze the little filly for an extra bit. I could have stepped in, but I wanted to see where all this was going. Finally Trixie's front broke down, and her face fell as she levitated the contents of her bag in front of her, the five bits she earned from her show."

"But… but, I only have five bits. If I give you four then I'll only have one to-"

"We all got sob stories kid. Pay up or get lost."

In that moment I thought the mare's face was a perfect expression of the brutalized and hardened soul she carried within.

Trixie bowed her head, and without a sound passed over four of her five bits. The mare took them, inspected them, and with a satisfied grunt, put them into a small pouch. She plucked a bit of cloth no bigger than a dishrag out of her cart, and tossed it at Trixie, where it landed on her back.

The cloth was clearly used, with an ugly brown stain that occupied about a fourth of it. Otherwise it was a just a normal pastel-purple foal's blanket. Trixie left the alley and walked right past me without noticing, her head was still hung.

I still couldn't understand just why a little filly like her would be quibbling with a scrounger over a filthy blanket, so I continued to follow her. Her next stop was a sandwich vendor, and she picked out a small cheese and lettuce on white.

The pony put the food on the counter, but when Trixie put up her last bit, he took it back.

"Sorry kid, small sandwich is two bits."

"But… I only have one." she pleaded, all the wind taken out of her sails.

The vendor must have had a sweet spot for a sad face, and he cut the sandwich in half, shoving one side in her direction.

"Half and sandwich and we call it even."

"Thank you mister!" she told him, eagerly snapping the food off the counter. She took her lunch and sat on the curb of a flower display in the square where she ate contentedly.

Sensing an opportunity, I went up to the vendor and placed my own order.

"I'll have the platter please."

"Yes sir, anything else?"

"Yes…" I answered him, "and half a cheese and lettuce sandwich."

She had consumed her sandwich by the time I sat down next to her, and you should have seen how big her eyes got when she saw the food stacked on my plate.

"Mind if I join you for lunch?" I asked her. "I hate eat alone."

Her pride must have reasserted itself, because she pouted. "What do you want from me huh? You just gonna follow me around all day? There's laws against stalking you know!"

I took a bite of sandwich before I answered, making a show of savoring the flavor. "Well… whenever I have a big meal like this, mmm delicious, I like to hear a story."

I glanced sideways to see her staring at my plate of food, her mouth ajar.

"So why don't you tell me Trixie, a story about a darling little filly who spends four bits on a soiled rag, and one bit on lunch."

"Why do you wanna know?" she said, clutching her newly bought blanket.

"For starters, I think such a little filly could help make sure this big lunch of mine doesn't go to waste."

I almost laughed when I heard the breath caught in her throat.

"You mean it?" she asked hopefully, "I could have some of your sandwich?"

"As long as it gets me a story." I said, floating a sandwich half as big as her just out of reach.

"Ok…"

I laid the sandwich beside her and let her get a few mouthfuls. She took huge bites, like this was some lavish feast to be gobbled-up while the getting was good. With her mouth stuffed, so much so she couldn't close her lips, and the sound of her chewing, she looked at me curiously.

"So… whadda you.. Wanna know?" she asked in between swallows.

"The blanket, what's the deal?"

"If you must know, this is my blanket. I lo..misplaced it a few days ago. So I had to buy it back from old Salma."

"You bought back your own blanket for four bits? You could have gotten a new one for half that."

"This one is Trixie's favorite blanket, none other will do!"

She pulled it around to look at, and tried to wipe away some of the crud. A picture of her life was beginning to form in my mind, one that shared many a note as my own.

"It means that much to you huh? Suppose you just gotta take it home and get it cleaned then." I said to prod her.

She froze mid-bite at my question, looking stuck for an answer.

"Uh yeah, a little water and it'll be like new."

"You'd better finish your food then, it's getting late." Indeed it had already been evening when I first saw her, now the sky was making its color shift. "We wouldn't want your parents to get worried."

At the sound of that her attitude had returned with a vengeance.

"humf! Trixie makes her own curfew! I don't answer to anypony but myself!"

This all but confirmed my suspicion. So feisty as she was, I wasn't about to abide this little filly on the street.

"Well, I do have to get going along. I've been out all day and I'm terribly tired. I don't know what kind of bed Trixie plans to sleep on with her favorite blanket, but I've got a plush quilt with my name on it waiting back at my hotel suite."

Out of the corner of my eye I could see her face tense, and I knew she was deciding whether or not to push her luck a little further. So as I rose to my hooves, I gave her something to bite onto.

"Of course, I could use some company for the walk back."

"Trixie will go with you!" she exclaimed a little more enthusiastically than she meant to. "I mean, for the price of another sandwich."

I glanced back at her with a sly smile, letting her save some face. "Well come on then girl, the other half of this lettuce and cheese sandwich isn't going to eat itself." I put the remainder of my food in my saddle bag and began walking away.

She tied the corners of her blanket around her neck, put her little make-shift hat on, and bounded after me. I admit I couldn't hide a grin.

"So you're staying in a hotel, but you're rich enough to stay in a suite." She remarked, "So where are you really from? And what're you doing in Phillydelphia?"

I was impressed by her induction, "I'm in town on personal business. And I'm something of a drifter, so you might say I'm from all over."

It must have dawned on her then that she was going home with a complete stranger, one who had lured her in with food and nice words. She must have been in a desperate position to accept my help so easily. I don't know what her parents had instilled in her, but some of it must have bubbled up.

"If I'm going to walk you home I might as well know your name."

I gave her a measured look, which she squirmed a bit under, perhaps worrying that she had put a hoof wrong. In that moment she had my heart. I bent a knee and offered her my hoof.

"Trixie, I'm Wanderlust. It's a pleasure to meet you."

"A pleasure it is." the little filly announced to me, like she was bestowing some great honor. Her eyes were closed as she shook my hoof, and yelped in surprise when I snatched her up and placed her on my back. Before she had a chance to object, I was trotting back to the hotel. She was startled at first, but she settled down.

By the time I reached the hotel, she was snoring lightly, curled-up and her face nuzzled into the fur between my shoulders. I suspect she hadn't been sleeping well for at least a few days, and when I got up to the room I set her down on the bed with not so much as a wiggle out of her. Watching her little body rise and fall with each breath, I carefully undid the blanket, put her hat on the bedside table, and folded the comforter over her shoulders.

I took the blanket into the bathroom and gave it an impromptu wash. When I was done I hung it to dry, and settled myself into the chair in the corner of the room. The last thing I saw before nodding off was Trixie turning over in bed, some pleasant dream making her smile.

Wanderlust continued walking in silence for a few moments before Fluttershy spoke up.

"So, um, then what happened?"

"Hmm, what?" prodded out of his train of thought, Wanderlust realized he had stopped talking. "Oh, yes. I'd like to finish this story for you, but I think someone else is demanding your attention."

He jerked his head over Fluttershy's shoulders, and to her surprise, they were already back at her cottage. Standing at her front door, Angel was waiting, arms crossed and foot thumping impatiently. A crunched face of jealously and anger staring daggers at the Unicorn.

"Oh my!" Fluttershy said as her head shrunk down. "I forgot, it's time for Angel's lunch. I'd better get inside and get it started."

She started to run over, but stopped short. "Oh, um, thank you for walking me home."

"No problem Fluttershy, thanks for lending an ear. You are very kind."

"Maybe, um sometime, you could, I don't know, finish your story."

"I'd love to. Good day Fluttershy."

Wanderlust bowed his head slightly, bidding the fair Pegasus adieu. With a swift turn he began to saunter away. He had gotten a few steps away when a question reached his ears.

"I'm, uh, curious though Wanderlust." Fluttershy asked, "What were you looking for in Fillydelphia?"

He didn't answer right away, feigning an attempt to recollect by looking to the sky. When he came up with something, he glanced back over his shoulder.

"Oh just an old trinket really."

He faced forward, leaving Fluttershy to her work.

"An amulet."

 **FRIENDSHIP EXPRESS**

 **MIDWAY TO PONYVILLE**

She hadn't known blackberry was a flavor of lollipop anywhere, but as Twilight Sparkle sat back down in her seat, the savory candy making her mouth water, she was glad it was. Twilight took a few minutes to simply stare out the window, watching the tree-tops in the distance waver in the wind, while those nearer to the track flashed by in a blur.

The ancient book lay beside her, and in the back of her mind, she thought of what Celestia might say if she found out. Her status as princess might come with a few nice perks, but nothing that would shelter her from anything the senior Alicorn might choose to penalize her with. Still, as a lover of books and knowledge the idea of letting this story be lost to the dust of ages irritated her, and besides, it wasn't like she was going to tell everypony she had it.

Spike in his seat was tossing a few morsels of some puffy, crunchy snack into the air before snatching them up with his extended tongue. Taking up a new comic, he admired the cover art for a moment before flipping to the opening pages. It was now that he realized Twilight was looking at him.

"What?" he asked her, as if there was something he wasn't aware of doing wrong.

But she merely chuckled at his tone, "Nothing Spike." Satisfied that nothing was amiss, Spike flexed the pages of his comic and returned his focus to issue #9 of _The Uncanny Batmare._

Twilight picked her own book back up in a nimbus of lavender magic, again pausing to reflect on just how special this collection of pulp, wood, and leather was. She split the book open to where the felt ribbon marked where she had left off, and switching the lollipop to the other side of her mouth, began reading.

" _-HAVOOOOOOOOOK!" before charging headlong into battle._

 _Havok was our god of courage and strength in warfare. Like many other gods of Thule, Havok had no true name, but we attributed one to him for our own sakes. For Thule had many gods and goddesses, who governed over nearly ever facet of life. There was Daranite, goddess of the pure mountain spring, there was Vertanus, overseer of discipline and virtue._

 _But the two most prominent gods in the hearts of Thulian unicorns, were Zarathustra, god of willpower, who helps us stay determined in the face of hardship and peril. In his name was crafted the motto of the Thule Guard:_ "You are to be strong You are to be bold. You are to overcome, Thus spake Zarathustra."

 _Then there is Crom, god of wisdom, keeper of the riddle of steel, strong on his mountain. Crom is the patron god of Æclypse's bloodline, and has served them well these long moons. My prince Æclypse is especially favored by Crom, for knowledge is power, power in the intangible. And power makes you strong, strong like steel, strong on your mountain, and my prince's mountain is mighty indeed._

"Whoa." Twilight mumbled to herself. There had never been a time in her life when Celestia and Luna hadn't been the closest beings to deity that anypony could think of. Hearing about lofty gods and goddesses like Vertanus and Crom was surreal, hard for her to imagine in fact. Twilight almost wanted to turn right around and raid the Thule antechamber for every book and scrap of scroll she could find. And if the ponies of Thule dispersed far and wide in Equestria, then what happened to the memories of these archaic deities among the descendants? This she resolved, would go on the 'must research' list.

 _The Fyre Drake was as tall as the ceiling of the Thule throne hall, its claws could hold two full-grown unicorns in its grip, its wings broad and black could rip a forest up by the roots in its gale. The scales were like wrought iron, thick and rough, the remains of many spears and sword lodged between them. His whole body was covered in rivers of fire emanating from his infernal core, glowing through the darkness and blizzard to shine like a treacherous beacon._

 _And there lie the beasts great weakness, at least to our mind. For only within the blinding winds and insatiable cold can it survive, the very combustion that gives it life would consume it from within should the monster find itself in any warmer a climate. So on the bitter winds it flies, and in the frozen storm it travels, a creature with both the flame and the frost to assail its hapless foes._

 _And there, into that certain death did my prince gallop. The heat and cold conspiring together, their union forming a whirlwind that turned snow and hail into pellets that would batter a normal pony into oblivion. But Æclypse's armor protected him, as did the shield of magic that he used to pierce his way through to the monster._

 _As he approached, the beast levied another feral cry, the crests to either side of its head rattling from the power of the sound. From a beak that could shatter stone came licks of sickly green flame that curled and danced in the wind. It lifted a mighty arm, and as Æclypse got within reach, brought it crashing down and dug its claws into the permafrost. But it had missed its target, the prince dashing to the side with not a hair's width to spare._

 _Æclypse ran straight into the beast, and darted underneath it, heading off in the opposite direction to lure the drake away. Sensing an easy, if not intriguing prey, the fell creature turned and engaged pursuit, each step thundering after the first son of Thule._

Pausing to take a breath, it occurred to Twilight that she had never head of the Fyre Drake before. There were plenty of dragons alive and well in Equestria today, from the huge one that she and her friends had to roust from the mountain cave, to the many that formed the great dragon swarm that migrated across the continent every year. And of course, there was one little dragon in particular Twilight couldn't imagine her life without.

But this only added to the mound of questions that were accumulating in her mind. How could all this information simply be forgotten? Purged from the record? Had Celestia's effort to bury Thule been so complete? _How could nopony have passed these stories along?_ she thought. The drake was apparently a known quantity in the north, so maybe Cadence could do some digging in her library for something. Surely, if it recorded the existence of the drake, it knew of it's demise at the hoof of Prince Æclypse.

"Spike," She called to her friend, "Take a letter"

A minute later, Spike held the rolled-up scroll to his face, and breathed a wash of green flame that burned the paper to a wisp of smoke that immediately shot to the window and out into the air towards it's destination.

"Why are you suddenly interested in "unique dragons in northern Equestria" for?" Spike asked, settling back into his seat.

"Oh just looking into something for a book I'm thinking of writing." Twilight said casually.

"Really? A book about dragons?" Spike responded excitedly.

"Why not? I figure I should know a thing or two." She assured him with a wink.

Satisfied, Spike leaned back in his chair with a barely suppressed grin, and reopened his comic. Twilight looked back to her window and frowned. She wasn't very fond of lying to her best friend, but she also wasn't very keen on the idea of making him complicit in defying Celestia's command to leave Thule alone. So, worse come to worse, Spike would just be confused about why she omitted certain facts.

The tale of the book called out to her again, and she readied herself to finish Wiglaf's recount.

 _I tried as best I could to follow behind, but even healthy, Æclypse could well outpace me. Now with the drake giving chase, I knew the prince was striding faster then he ever had against my squat legs. Sliding down an incline, I managed to follow the tracks through the storm, which began to subside as the monster fled further and further. Hobbling as best I could, it was several minutes before I caught sight of them again._

 _I was so focused on spotting them that I nearly stepped off a cliff, and shuffling back from the edge, I was able to see the glow of the beast on the plane below. The drake no doubt was more used to its quarry either fleeing or being caught unawares. But there on the plane he had an opponent who had no intention of running. It would make snatching grabs for Æclypse, but he would dodge, and fire a blast of magic in retaliation._

 _The monster became more infuriated the longer he was foiled, its burning veins pulsing brighter and brighter with every beat of its heart. Æclypse must have perceived this before I did, for each time he fired his magic, it was into one of the exposed heat vents. The prince was not merely distracting the monster so the pilgrims could escape, he had found a way to fight it. Glowing brightest of all, was the center of its chest, where burned a claw shaped icon that the drake protected from attack._

 _Its fury reaching a peak, the whole body of the monster trembled, and from its maw came a torrent of aubergine fire that it spewed wide over the plane. This was fire even we in Thule had thought a child of ancient legend. The Aubergine flame, it is said, does not just burn the flesh but the soul as well. A flame so primordial and pure, no magic can withstand it._

 _Æclypse knew his mythology well, and avoided the sweeping fire by blasting a hole into the ground deep enough for him to leap into laying sideways, the Aubergine blazing over head. The drake lost sight of the prince, and sought him out, unaware that he was hiding just behind it._

 _I began to hear voices behind me, and thus came members of our escort group, other guards who desired to aid their prince._

" _Where is the Prince?!" the foremost of the dozen asked me with exhausted breath._

" _Where are the pilgrims we are charged to protect?" I asked in return, enraged that Æclypse might be risking his life in vain._

" _They made it to the treeline, they're safe" Another of the guard said._

" _Then lets not leave our prince to fight this monster alone!" I cried._

 _With their voices joined to my own, I led the way down a narrow path that would take us below. Æclypse must have heard us coming, for he turned in our direction with a roar; "Stay back! Get! Back!"_

 _We hesitated, unsure the danger to his life outweighed his order._

" _Get clear!" He repeated, "That is a direct royal command!"_

 _We never got the chance to comply with his word, for the drake had become aware of us, and its wide wings carried it straight for us. Our group dived to either side as a stream of the Aubergine bathed the ground in its passing. The drake made a great looping turn, bellowing in the wind, and set itself for another strafe. We knew that it could not miss all of us second time._

 _Our prince rushed past us, bearing a shield of stone in his magic before him, to meet the beast head-on. The magical flame was loosed, and smothered the rock buffer, both still barreling down on each other. When their paths converged, the drake knocked the stone aside with a claw, and Æclypse with it. Sensing its crafty prey was vulnerable, the monster struck in with its beak, aiming to snatch him in a single bite. But the prince paid the drake a good turn and used his magic to deflect it into the ground._

 _With the beast temporarily stunned, Æclypse jumped onto its neck, and from his horn, cast a tether around the monster's throat. The drake fumed and raged, but it could not shake the prince as he held on for dear life to the spines that protruded from its back. Unable to loosen the throttlehold, the Fyre Drake beat its wings, and ascended into the stormy sky._

 _Not in all the days that pony hooves have trodden the soil I think, had anypony ever ridden a dragon, and certainly not one as mighty as the spitter of the Aubergine. But there I did see, soaring through the blizzard Æclypse atop the dragon's back, his leash causing the monster to writhe and thrash about madly. My comrades beside me gasped in horror, afraid that our prince might lose his grip and plummet to his death. I was more afraid that the dragon would fly away, taking Æclypse with him to Crom-knows-where._

 _And such my fears came true when the drake disappeared from view into the heights of the storm. We were silent as the ice around us as we waited for any sign of the two, and I began wondering how I could tell the king, who had charged me with watching over his son since his birth, that I had failed, and his son, the heir to the throne was gone. While my comrades continued to stare at the sky, I could only lower my head, shame and anguish about to overtake me._

 _But through the howling winds came a cry that echoed down to us from above. It was not the terrible bellow of the drake, but I recognized at once the voice of Æclypse, more wild and fierce than I had ever heard him before. My fellow guards cowered at the sound, fearful that some new monstrosity was going to beset us, or that Æclypse himself was plummeting. But peering as hard as I could into the whiteout, I saw the shape of the Fyre Drake lashing to and fro, still trying to free itself._

 _The beast came soaring down in the eye of the storm, making pained roars, the ring of magic around its neck now brighter and stronger than before. Slithering through the air, the fiery life-blood of the drake dripped from its maw, leaving a trail of molten saliva behind it. It leveled-out in flight and passed over us, and I was able to spot Æclypse clinging on, pulling with all his strength to reign the dragon to his will._

 _They came roaring over us, the gust knocking us off our hooves as they sailed straight for the cliff face. Forgetting the pain in my flank and scampering to a gallop as best my legs would allow, I ran after them, the others joining in behind me. I saw the drake's head loll to the side, and its wings slacken. Thereunto, the great beast collided into the cliffside with an earthshaking crash, its body crumpling against the rock. With a shriek and a wail the monster fell to the ground, huge boulders of frozen earth dislodged by the impact falling atop it in an avalanche._

 _I got as close as I dare to the dread creature, who lay on its back half-buried, its wings crushed and mangled, its breathing shallow. We looked but we did not see our prince, and our hearts raced with fear that he was nothing but a smear underneath it all. I felt ready to brave the drake's reach and dig him out when the sound of exertion drew our attention upwards to the top of the rock face._

 _There our Prince was, surmounting the edge, little bits of stone and ice breaking off as he clambered over. At once my comrades erupted in cheers and hollers, whilst I put my forehead to the ground, and with a sigh of relief, thanks as many gods and goddesses as I could think of._

 _But our celebration was premature, for the drake stirred to the noise, and its arm moved to clear away the rubble that pinned it down. We fell back, worried that it would turn on us with the Aubergine. I looked above to see if our prince was taking the opportunity to flee as well, but instead he stood there, gazing down at his foe, and there I knew that was planning to strike the final blow._

 _His horn alight, Æclypse slashed at the clifface, severing a sharp wedge of stone from the side, which slid away. He ran and leapt off the cliff to the gasps of those beside me, and planted all four hooves on top of what I now realized was an improvised dagger, and plunged straight down to the drake. Using his magic to aim the weapon straight and true, he drove it deep into the beast's heart, causing it to scream out with a grotesque moan._

 _In its death-throws it reached up and snatched Æclypse in its claw, determined to the last to capture him. Our price yelped as the talons closed around him, and with a final gurgling wail, the drake's head fell, the light of its eyes going dark. The arm wavered a bit, then finally slammed into the ground, the beast died having finally caught him._

 _We ran over and began to pry the clutched talons apart, hoping that with life leaving it, it had not the strength to squeeze Æclypse to death. We used our magic and our hooves to wrest them open, and within we found our prince aslumber. His chest rose and fell, much to our relief, and though I called his name, he made no sign that he heard me._

 _Gathered around, the others were silent, staring at him in reverence as if Vertanus himself were before us._

" _Hail." one of them said, kneeling before him; "Hail Prince Æclypse, Guardian of Thule."_

" _Hail." came another as he bowed, "Hail Prince Æclypse, Shield of the Aubergine."_

" _Hail" knelt another, "Hail Prince Æclypse, The Dragon Rider."_

" _Hail" a fourth called, "Hail Prince Æclypse, The Storm-Crier."_

" _Hail" A fifth christened in genuflection, "Hail Prince Æclypse, The Draken-Bane."_

 _Looking to the stallions kneeling to their prince, a tear formed in my eyes, for I had never imagined the little colt that I spent so many days teaching and mentoring, would garner such honor._

" _And what of you Wiglaf?" I heard behind me, rousing me to turn. There in the drake's palm, our prince did stir, though he kept his eyes closed. "What great title would you bequeath me?" he asked._

 _My breath huffing with emotion, I too bowed my head and bent my knees._

" _Hail Prince Æclypse, whose mother will swoon when she hears of this."_

 _At this he burst out laughing, "That she will Wiglaf! And my father right beside her!" He continued to laugh so hard he fell out of the monster's claw and onto the ground, where I and others raised him to stand._

 _With the pilgrims safely on their journey home, we returned to Thule where, to her credit, the queen did not swoon. Though both king and queen did require to sit upon hearing the testimony of myself and the guards who had all witnessed the events, swearing on their lives to the truth of what they attested._

 _After a lengthy embrace from his parents, Æclypse was sent to his quarters where royal healers tended to him. King Rubicon, ever scrupulous, dispatched guards to verify that the Drake was indeed dead where it lay. And when they returned with confirmation, a letter to Canterlot was drafted, asking for the great mage Star-Swirl to come and make his own examination, and devise a way to deal with such dreadful remains._

 _A few days thence, a celebration was held in the prince's honor, and all of Thule assembled around the royal fortress to lend their voices in cheer of their mighty defender. Over Æclypse's protests, the king was adamant that he accept a title to commemorate his heroism, but the prince would not abide anything so grandiose as "Dragon Rider" or "Storm Crier". It was his brother, the younger Prince ßombra who suggested something much more modest._

 _And so it was in front of our entire kingdom, that the First Son of Thule, and Heir to the Throne, was dubbed: "Prince Æclypse, the Valiant."_

 _Wow_. Twilight thought. Though her own great battle with Tirek was objectively just as, if not more impressive, she had her friends to help her more often than not to overcome foes. Not to mention the Elements of Harmony. So for a relatively normal unicorn to take on such an opponent, the gap between hero and deed was arguably greater.

She took a long breath, and realized the lollipop stick was by now stripped of the hard candy. Chagrined that she hadn't gotten to enjoy it fully, she spat the stick into the trash receptacle.

The revelation that Star-Swirl traveled to Thule didn't surprise her, but that in all of her research into Star-Swirl's works, there had been no mention of any of this further interested her in Celestia's effort to lay the kingdom to rest. The uncomfortable thought crept into her mind that rather than putting a painful memory to bed, she had attempted to expunge it. A notion that was more unsettling than she cared to admit about her mentor.

But she shook her head and dispelled such disturbing ideas. She re-examined the last page, and settled on the fact that it was Sombra who actually gave him the title "the Valiant". Before being sent to the Crystal Empire, truthfully she had been given very little information on King Sombra, so to read this different side of him was such a departure from the swirling mass of darkness that she had seen try to ravage the empire.

She flipped the page to the very back of the book, and saw something scrawled on the inside of the back cover. It was hoof-written, but definitely different than Wiglaf's script. Curious, she read it aloud, " _To the Princess of my dreams._ "

Twilight arched her eyebrows, this wasn't just a story book, it was a secret love note. _Oh, Cadence would love this_ , she thought. She moved her hoof over the line, imagining that Æclypse himself had touched the same page. Still, it was kinda sad that Luna would surrender such a treasure. She never had the nerve to ask why Celestia and Luna never talked about having Special Someponies, and now she considered that it could possibly be something to pity about them.

As Twilight continued to think on the matter, the train eased to a stop, and she was a little startled to see the familiar houses of Ponyville beyond the station platform.

"Ponyville! All passengers for Ponyville, here's your stop!" she heard the conductor call out.

"Come on Spike." She said to her little companion, stuffing the special book back into her saddle bag. They exited the car and were quickly on their way home, to the big empty castle that Twilight always dreaded being stuck in for too long.

"That book must have been pretty good Twilight." Spike chimed as they walked. "You barely took your nose out of it."

"It was good." She said with confidence, "I think it'll give me a lot to chew on for a while."

Passing though the center of town Twilight saw the remains of what must have been a party at Rarity's boutique. What seemed strange was that the shop was closed today. Might be that her friend had a little too much fun last night, and decided to spend the day recovering at the spa or in bed. She made a mental note to ask around what happened.

Reaching her home at last, Spike went to his room to put his things away. Twilight went to the library, which hosted not only what remained of the Golden Oaks collection, but also those from the Castle of the Two Sisters, and a growing number of transplants from the Royal Canterlot library. Perhaps using her keyword spell here might turn up something that would add pieces to this puzzle.

She put her bags on the table, and took a seat. The taste of the blackberry lollipop lingered on her tongue, and she made another mental note to stop by Sugarcube Corner at some point to make a custom order. She sat there and gazed over the rows and rows of books that comprised her growing library, wondering where and with what word she might start to search with. She almost wished she could get the Star-Swirl the Bearded wing moved here from Canterlot, but then again, she'd been wanting that for a while.

She exhaled, and stepping off her chair, began to stride towards the left-most wing of her books.

And then she heard knocking, the long trail of echoes telling her that somepony was at the castle's front door. The place was big enough that her friends usually just walked right in, and the town was well aware of her open-door policy. So whoever was going through the trouble of knocking must be somepony new. She considered letting Spike get it, but the last few days had been interesting, so what would a little more mystery hurt?

Teleporting to the main hallway, she was surprised to find Spike had already responded. He stood on a ladder, with his head protruding from a small window built into the left door.

Outside, Spike glared down at the pony, suspicious of the stranger. "What do you want?" he asked.

"I seek an audience with the Princes of Friendship." Wanderlust answered with a degree of defensiveness.

Spike frowned at this, "Nopony gets in to see the Princess! Not nopony, not no how!"

"Spike!" Twilight chastised from below, "That's no way to treat a visitor!"

"Sorry Twilight." he apologized, climbing down the rungs. "I thought you could use some peace and quite after we got home."

"I've had plenty of peace and quite. If somepony needs to speak to me, I can see them."

"Just trying to look out for ya." Spike said as he passed by her, ascending the stairs to his room.

She waited until he was out of the hall before opening the door, and standing there was indeed a new face. When he saw her, he seemed to recoil a step, his eyes widened for a heartbeat as he took her in.

"Hello." She greeted him, "Sorry about Spike, he can be a little overprotective sometimes. I'm Princess Twilight Sparkle, how can I help you?"

The sight of an Alicorn standing there in front of him took a moment for Wanderlust to process. She was… shorter than he had imagined, and seemed to have a rather casual demeanor. If this was the castle of a princess, where were the guards? Why was she answering her own door?

"Princess Twilight, my name is Wanderlust, might I beg but a few minutes of your time for a proposal?"

A proposal from a stranger? Now this was interesting. While she did get a fleeting memory of the Flim-Flam brothers, she wanted to give him the benefit of the doubt.

"Well this sounds official." Twilight said, "We'd better do this um, in the main room!"

"Excellent!" Wanderlust chirped, and raised a hoof to take a step forward. But they both disappeared in a flash of lavender magic, and reappeared in the throne room. When he set his hoof down, he was shocked to discover what had happened.

"Princess, did we just teleport?" he asked cautiously.

"Sure did!" She answered happily, taking her seat to make a show of legitimacy. The scarce opportunity to do actual princess-y things served to lift her mood considerably.

"Well…" he mumbled out the side of his mouth, "Learn something new every day."

"So tell me Mr. Wanderlust." Twilight asked with a professional air, "What can I do for you?"

"Well Princess, I was thinking of opening a school."

The idea caught her completely off-guard, and for a few moments, her eyes were wide.

 **CANTERLOT**

 **EARLIER THAT MORNING**

It wasn't the presence of anypony that bothered Princess Celestia, it was the lack of them. Breakfast with her fellow princesses before Twilight departed had been pleasant, more on the quite side but nothing to raise any eyebrows. Her worries of the past few days weighed on her conscious, the whole affair something she wished she could just blot out of her mind. But it nagged at her still, despite the evidence of anything to the contrary, she felt like her ghosts were laughing behind her back.

She swiveled her head to look into the Royal library, where hardly anypony was to be seen. Much like the rest of her morning so far, the room was sparsely populated. The same irritating peace and quite. Striding into the room she glanced about, the rays of sunlight beaming down through the windows in columns of warmth. She had been asked about having stained glass windows installed in here, but she felt that the colorful lights would be distracting to ponies trying to read.

Fortunately the only stained windows in the wing were behind a wall. She took a deep breath, thinking over what she was about to do. She went over to the librarian's desk where a young attendant with a brown coat and light blonde mane was stamping the inside covers with official crests.

"Pardon me Highlight, but I need to make a special request."

The librarian gave her a confused look.

"Um… ok. What kind of request?" he asked curiously.

Celestia shifted her posture, clearly uncomfortable; "I'm afraid I need the library to myself, just for an hour or so."

Highlight wasn't the head librarian, just the morning attendant. He wasn't sure he could authorize an unscheduled private session. Then again, it was coming directly from the princess. Glancing around the place there were only a few ponies perusing the shelves this early, so what harm could it be?

"Alright… Just give me a minute to clear the room."

"Consider it done." Celestia said. Behind her, the guards of her entourage were shepherding the other ponies out, apologizing for the inconvenience. Highlight didn't quite know how to react, but the sooner they were gone, the sooner things could get back to normal. And hopefully, he wouldn't have to do any explaining to his boss.

"Thank you Highlight, I'll send for you when I'm finished." As Celestia continued to stand there politely, it took him a moment to realize she was waiting for him to leave as well. With a nervous smile he exited the station, and headed for the door. Sparing a glance back, past the guards following him out, he saw Princess Celestia making sure that he was the last one.

The double doors to the library came together with a choom, its echo gave Celestia a sense of comfort. Now alone, she could enter the hidden antechamber that nopony was _supposed_ to know about. Of all the ponies in Equestria, it had to be Twilight who stumbled upon the room. Though to be fair, she had to admit that finding it at all was impressive. Another case of her former student surpassing expectations.

Stepping around the right corner of the desk, her magic covered the stone bookcase, and with much greater ease than Twilight, moved it aside to exposed the secret door behind.

"Revisiting the scene of the crime sister?"

Startled, Celestia turned to see Luna strutting around the other side of the station. She craned her neck to the door where she half-expected a guard to be rushing over. Luna caught her gaze and smiled coyly,

"Oh Sister, I may have been away for a thousand years, but I was sneaking past castle guards since I was a filly."

Celestia fixed her with a pained expression, "Luna, I don't think you should be here for this."

"And why not? Because I may faint at the memories of a long-lost snow-covered kingdom? Do you think me so fragile a heart that I cannot bear the sight of dusty artifacts and the windows you had bricked-up?"

"No, that's not what I meant-"

"Then come on." Luna said teasingly, "let us stroll into our dirty little secret."

Using her own royal blue magic, Luna opened the doors without further ceremony. She began to enter, but noticed Celestia wasn't following.

"Are you now afraid to go where your student has gone?"

Celestia balked as she cantered up to her sister's side.

"How did you know Twilight was in here?"

"Well," Luna began as they entered the room, "It's not difficult to figure out why you would bother to commandeer the library and uncover a room you had sealed away long ago, not hours after she leaves. Especially after the awkward breakfast this morning between you two."

"You picked up on that did you?" the senior alicorn said, her mane flattening out slightly.

Luna approached one of the mannequins, dressed in the garb of a Thulain court lady, a pale green dress with a bi-peaked hat. "I have always observed a certain bond between yourself and Twilight. I don't think I need to tell you that you are very motherly with her. I admit I am jealous of it at times, but this morning the air betwixt you was, omitting. You both knew something, wanted to speak it out loud, but decided to keep it quite."

Celestia had wondered over to the where the tapestry was draped across the top of the bookshelf, it had been centuries since she saw it last and truthfully, didn't really remember what was on it. "It simply isn't something I ever thought I'd have to explain. Why do you think I put a ton of rock in front of it?"

"Twilight is more capable than you give her credit for." Luna said, putting her hoof under the chin of the model, "Unlike us, she takes all this in as something new and interesting to explore. She does not, what's the term?, 'carry the baggage' as we do, when it comes to this. Her curiosity was certainly strong enough to push her to disobey you when I found her in here last night."

"She was in here again?" Celestia flustered, giving her sister a hard stare. "And I bet you knew that I had asked her to stay out of here too."

"I inferred as much, yes. But to be sure Twilight was very regretful of that fact, and I wasn't about to send her off the bed just to ensure the integrity of the layers of dust." Luna glanced over to the helmet mounted on a bust, it's color was mostly faded, but the plates were of a deep blue like her own fur, with gilded edges. The thorns on either side of the horn aperture still bore the marks of close combat.

With a flick of her horn, Celestia ignited the candles in the chandelier above them, which served to expose a sour expression on her face. While Twilight had deliberately gone against her wishes, she couldn't find the anger to levy some punishment on her. She didn't want to reprimand her student and friend, in fact, part of her was glad she had disobeyed. It helped to lighten the burden of it all.

She altered her gaze from the flickering flames to where Luna was caressing the battle-nicked helm with a hoof. As her anger dissipated it made her realize that she needn't bear all these bad memories alone. With her sister returned, there was somepony else who knew the truth. Well, most of it anyway.

"Do you still think of him Luna?" she asked.

Laying her head across the top of the helmet, Luna looked-up to the window, where Æclypse was frozen in posture.

"To be honest, I hadn't thought of him until last night, it's been so long." Her face softened, "But now that I do, I can't help but wonder how different things might have been."

Her sister's word struck a chord within Celestia, remembering what the prince said to her.

" _I will weep, for the future we have slain this night."_

 _What did he know that I didn't?_ Celestia wondered, thinking back to what she recalled about their conversations. Was it really that I just didn't trust him? Was this just a case of his hooves being tied? _No_ , Celestia thought, _He should have helped_. Though she knew her mistrust of the prince began long before that fateful night.

"I too have wondered." She spoke aloud.

With a sigh, Luna faced her sister, scrutinizing her. "I know the dispute you had with him on the eve of our battle with King Sombra was the culmination of something that had been stewing with you. But I just don't know what it could have been. Tell me sister, why did you not like him?"

Celestia knew she'd have to answer this sooner or later now that the cat was out of the bag, so how best to put things without letting too much slip?

"I suppose… I suppose it was because I was afraid of him."

Luna took her head off the helmet, confusion and concern apparent in her face, "Afraid of him? Sister I can't imagine what you mean, why would you be afraid of a pony who by all accounts was one of the best?"

"That's just it Luna." Celestia admitted quickly, "He was one of the best, under his rule as king, Thule would have been stronger and more prosperous than ever before. And I was afraid of what that would do to Equestria."

Luna's face contorted and she shook her head, "No, no, no, I don't understand. Why would Thule's success be cause to fear for Equestria?"

For a moment Celestia couldn't find the right words, and her breath caught in her throat. But she found her nerve, her resolution, and came out with it.

"Equestria was not long removed from the psychotic rule of Discord, and you know as well as I there was a very real chance that Equestria as a nation might not survive. While Thule was on the rise, Equestria was in danger of splintering.

I was afraid, that Thule, under the rule of King Æclypse, would become so strong, that Equestria would wither away next to it. All that its founders had done, all that we had done and intended to do, would starve to death."

It took Luna almost a minute to process the information, trying to comprehend the logic. "So… you thought Equestria was too traumatized and weak to survive the rise of Thule. That its success would mean poines… what, lose faith in Equestria? Lose faith in us? Is that what this is about? You didn't want ponies choosing Thule over us?"

"It…. It's so petty as that Luna!" No longer able to stand the accusing glare of her sister, Celestia walked over to the map, hoping to find the inspiration for some better explanation.

"You and I both know that we have the best intentions for Equestria and all its citizens, that we're special, that we're not like regular ponies."

"That we are meant to rule Equestria by divine right?" Luna interrupted, "And any threat to that status quo must be exiled?"

"NO!" Celestia yelled in a turn. Surprised by her own outburst, she paused, taking a few breaths to reign in her indignation. "As afraid as I was for the survival of Equestria, I would never have exiled Æclypse just to keep us sitting on thrones. You know exactly why he was banished. Because when the time came to do the right thing, he refused."

Despite how angry her sister's justification made her, there was a cold rationality to it. Equestria was in a precarious position in the wake of Discord, and indeed, the rise of a stronger neighbor might have siphoned off the ability for it to rebuild. And yes, the noble prince had not done what he should have done, and effectively allowed evil to fester. But there was more to this issue yet she wanted explained.

"And what," Luna began, facing the floor, where a faded red rug lay. Her lip trembling. "Did you resolve to do once I reveled to you my affair with him?"

This question struck dangerously close to something Celestia desired to keep secret even now, with so much coming into the open.

"I feared that, if it became known that one of us was… romantic with Prince Æclypse, then ponies would turn to Thule for stability, for leadership, for their future. So when I had to exile him, I was relieved for Equestria. For us."

Luna didn't speak. She couldn't in the moment. Her body shuddered subtly, tears welling in the corners of her eyes as she remembered the many nights she spent with him in the dreamscape. They way he would sing to her, treat her like a normal mare instead of some goddess on a pedestal. The way his eyes would delve into hers, the feel of his fur against hers.

"So it's true then." Luna said her voice beginning to break. "You sought to put an end to our affair?"

"Yes." Celestia said without hesitation. "I would have liked a different way. But Sombra's unexpected coup forced everypony's hoof to pick sides."

A tear fell from Luna's face to the floor, a sob escaping her breast. "Was our love so dangerous that Equestria would fall sister? Would our happiness bring such doom to pony-kind?"

Celestia came next to her, putting a foreleg around her sister's shoulder. "I believe it would have put the lives of the ponies we protect into somepony else's hooves."

"Sister, _*sniff, sob_ * in my heartbreak… I became Nightmare Moon, and threatened to condemn Equestria to an everlasting night."

"I know. I know." the white alicorn cooed, petting her neck to offer some comfort. But Luna shoved away from the embrace, still weeping as she walked towards the exit.

"Was it worth it sister? Was what happened worth what you feared to come? Was my fall and banishment the price to pay to ensure Equestria remained united?!"

"That is not fair Luna!" Celestia shouted back, her jaw set.

Luna merely sniffed loudly, glaring back at her sister. "I now see that nothing about what happened was fair, from start to finish. But you got what you desired in the end. Equestria united and strong. And it wasn't long until the Nightmare took me, and I had to share in Æclypse's fate. Then all of Equestria, from shore to shore was under the Imperium, in your capable, benevolent hooves."

The two princesses stared hard at one another, their faces trembling with emotion; anger, sadness, regret, outrage. Celestia was the first to break the silence.

"And I would do it again if I had too."

"I know." came Luna's retiring reply. She averted her sight from Celestia, moving it back to Æclypse's visage as she had he night before.

"He wanted to tell you. He wanted our relationship to be in the open. He wanted to work with us, to work with you. He wanted you to approve of him. He didn't want Thule to outshine Equestria, he wanted to embrace us."

Luna's face fell, weighted down by melancholy. Again she turned to the doorway, her gait unhurried.

"But such is the capricious comedy of fate. That the good shall wage war on another, and the wicked return to plague us over and over again."

The dejection had infected Celestia as well, and she wanted to follow after Luna, but thought it better to give her some time and space to sort herself out.

"I find that I am weary and in need of rest sister." Luna called back. "I shall see you at nightfall to execute our appointed tasks. Good-day Celestia."

Celestia watched her disappear around the corner, the echo of her steady steps fading by the moment until they ceased. She hung her head and exhaled, bringing a hoof to her forehead to massage the tissue. After a moment she raised her head, and finally examined the room alone as she had originally intended. Her time to do what she came here for was limited, and she wanted to gather as much information as she could. Getting an hour of her morning routine cleared for this had not been easy, and having to do it again would begin to impact regular court functions.

With the candles above providing sufficient light, she plucked a book from the shelves labeled for 'history' and began reading. If she was going to sit down with Twilight and tell her about Thule, she would need to refresh her memory.

There was one memory of Thule she had never forgotten however, and intended to share with her junior princess. That she had visited the kingdom before Sombra went mad, and that her argument with Prince Æclypse was not the first time they had spoken.

 **THE PREVIOUS NIGHT**

 **OUTSKIRTS OF PONYVILLE**

"Trixie! Trixie!"

She heard Wanderlust calling after her, but she just wanted to keep running, running until he was back in the past where he belonged. She didn't care that her hat was caked in mud, she didn't care that her cape was catching on branches and getting small tears in it. She didn't even care that she had left her new and improved stage-cart behind, custom built in Las Pegasus after some big shows she had done. She just wanted to leave him, like he had her.

She ran until her legs ached and her chest burned. It was the hardest she had ever run since the Ursa Minor. Stopping to catch her breath and lean her body against a tree, Trixie let her self-assured façade fall and loosed a cascade of tears and sobs. She hadn't cried this much over her parents, but seeing him again after all these years was almost as painful as the day he abandoned her.

Around her the night air blew, and rattled through the branches. It was several minutes before she opened her bloodshot eyes and finally took in where she had run to in her blind flight. It didn't look inviting, not at all. The trees were pale and gangly, their limbs stripped and gnarled. Around her, the dark of the night seemed to close in, the moonlight peaking through in spots. With a small gasp, she realized that she had blundered witlessly into the Everfree forest.

The sound of critters all around her began to intensify, insects chirping, birds calling, something chittering.

"The Great and Powerful Trixie is not afraid!" she called out to nopony but herself, darting her head around to find some sign of a safe direction. The foliage was dense, and confounded her attempts not just to find some lights through the trees, but evidence of the way she had come.

Eventually, her heart pounding, and her ears twitching to every rustle of bush, she backed into a clearing no larger than a bed sheet. She wiped a hoof across her face to dry away the sweat and tears, searching for anything to help. But there was nothing but shadow around her.

And then it clicked, the shadow was around her. The clear patch she was standing in was lighted by the sky above, and looking up, she saw the stars twinkling. If there was one thing that Wanderlust had left behind for her, it was the skill of navigating by the stars. There weren't many to be seen in the gap in the treetops, but stepping back and forth, she could recognize a few patterns. When she thought she had orientated herself in a useful direction, she leveled her gaze, took a long nervous swallow, and took a few timid steps.

She had just entered the brush when a gust of wind blew her hat off. With a yelp her hoof shot up to catch it, but it was too late, and the hat tumbled until it came to a stop over a large bush with black leaves. She stood there staring at it for a moment, her head swiveling between her hopeful path to safety, and the hat that lay waiting for her mere yards away. She didn't want to lose her bearing, but her hat and cloak were her most precious items.

She tried to use her magic to retrieve it, but it was snagged on something. No matter which way she tugged and pulled, it remained hooked. Unwilling to pull too hard and rip a hole in it, with a grunt of frustration she decided to just go and grab it. Slowly, cautiously, and with ever-other step freezing to listen to some noise out of sight, she made her way over to the hat. Edging herself closer, the size of the bush meant that she had to stretch out a foreleg, and it was just within reach.

Suddenly the bush reached up to grab her. Trixie cried out in panic as the leaves wrapped around her leg and tried to pull her closer into the darkness.

"No! No! Let me Go!"

But more limbs from the shadow emerged and took hold of her,

she struggled against them screaming, but their combined effort was too strong for her. She lit her horn to lash out with some kind of spell, but something wrapped around her head from behind, and took away what little sight she had. Lifted off her feet, she felt herself pass through the dense bush, carried along by unseen forces. But she could hear their voices, they were laughing at her.


	9. Chapter 8: Trial Before the Elements

54

 **Chapter 8**

 _How could he know this new dawn's light_

 _Would change his life forever?_

 _Set sail to sea but pulled off course_

 _By the light of golden treasure._

He could barely breathe as he opened his eyes.

 _Cough! Hack! Sprack!_

He coughed-up the seawater and struggled to get air into his body. As his lungs cleared, he trudged through the sand and saw that he had washed-up on a beach.

Collapsing on his chest, he tried to dig his forehooves into the grit to drag himself forward, but with such little strength left in his body, he let himself go limp instead.

He didn't know how long he lay there baking under the tropical sun, sleep came and went, and when he was conscious, he couldn't tell want was real or a product of delirium. Days without fresh water, dehydration under a cloudless sun, and no food for a week had left him able to do little else but flail weakly in the pummeling waves when…. When the…

" _What in Hel happened to me?"_ He wondered to himself. For however long he had been out, clear consciousness was hardly any more pleasant. Pushing himself up, the unbearable taste of salty sand in his mouth made him retch again. He had no saliva to spit it out, but before he could do anything else, he was determined to get this nasty feeling clean.

His eyes were encrusted with dried salt, and opening them was slightly painful. As his vision came into focus, he could see green things ahead of him, leaves, trees-

" _Shade!"_ He thought. Scrambling forward, half crawling half dragging his hind legs, he bit down into a leaf about the size of his head. At first his idea was to use the moisture in the plant to help wash out the sand, but after so long without food, the temptation to swallow was too much, and mouthful after mouthful of plant/sand mush went to his empty stomach.

Finally hauling himself into the shadow of the trees, he gulped down his current mouthful, and grabbing another leaf with his magic, he used it to help wipe away the grit from his eyes. Now that he was able to open his eyes without sand falling in, he looked around and saw that the jungle beyond was fairly dense, and filled with all types of trees, flowers, and bushes he'd never seen before.

He rose to his hooves and felt the brunt of just how bad a condition his body was in. His joints ached, his face was sunburnt, and he had never felt as weak as he did now.

 _"If there's this much vegetation, there must be some water here somewhere."_

Limping forward into the bush, he glanced about, wondering if any of the trees bore an edible fruit. He traveled for some time, keeping to the shade as best he could on his search.

Finally, he crossed by a depression in the landscape, where he saw the sparking of running water in the center. Barreling through the bushes in his path, he reached the edge of the water and fell to his knees, plunging his head into the cool pond. He remained like that for several seconds before coming back up for air, relieved by the taste of fresh water, he shook his head and mane back and forth like a mutt.

"Ohhhh, thank the gods…" he moaned in gratification.

For the next while he washed himself in the little pool, fed by a stream that flowed down from the hillside. Eventually his mind returned to food, his stomach twisted in a knot after so many days without proper food. He thought of finding some sweet, juicy, plump fruit growing from a tree, ripe and ready to fall. licking his lips as he looked around, he thought he saw something colorful in the trees on the crest of the ridge.

Poised under a tall tree, he stared at the tasty looking bit of exotic fruit that clustered near the top like a dog that had chased a cat up the trunk. He grabbed one of the bigger ones in his magical clutch, and plucked it, bringing it down to his salivating mouth.

He took a bite through the yellow and green skin, began chewing, and contorted his face. Part of it was delectably sweet, but the rind was bitter. So he forced it down, and made sure to peel some of the skin back before taking another bite, and this time, it was possibly the most delicious thing he had ever tasted.

Taking another bite, he thought of all the tribulation he'd gone through over the past week, only to wind up here on some tropical paradise. A chuckle rose up from his lungs, and it grew in momentum to a full-on belly laugh. He put his forehead against the trunk of the tree, leaning his body onto it, and continued to laugh until his cheeks hurt.

He thought the sound of his laugh had gotten to his head, but as he came down from the craze, he realized that there was another laughter, and it wasn't in his head. Startled, he closed his mouth tight, and listened carefully, and realized that a faint pair of voices were coming from the other side of the ridge. He dropped to his belly and crawled over to the crest, making sure to keep his body hidden among the plate-sized leaves.

Peering down, he saw two stallions sitting on a log of driftwood in the sand, a peach colored Earth pony with a brown mane, and an olive green Pegasus with darker brown hair. They were passing a bottle between themselves as they laughed, celebrating some hilarious joke. They both wore some bits of clothing, sun-drenched red bandanas, an old pale tunic on the Pegasus, and a belt and dagger around their waists.

"Pirates…" He whispered.

He raised his body slightly, not willing to give himself away just yet, and thought about what he should do. True, they could get him passage to somewhere civilized. But pirates were not known for their generosity, they were more know for being greedy, thieving, cutthroats. Then again, he could just wait until they left. Maybe spending the rest of his days on this little hideaway was the best thing for him to do. After all, there was nothing left for him anywhere else, not after Aquileia.

He crawled backwards slowly, careful not to rustle the leaves.

"Oi! What do we 'ave 'ere?!"

The voice came from behind, and as he turned to see who it was, he felt some thing strike the side of his head. He fell on his side, and as his world swiftly faded to black, he saw a set of hooves step in front of his face.

 **Fillidelphia**

 **Years Ago**

Wanderlust awoke with a start, the morning light beaming into his face from the open curtain. He squinted his eyes in the blinding glare, and turning his head slightly, he was just in time to see the little filly Trixie lifting up the cover of one of his saddle-bags, peaking her nose inside. His eyes snapped open in alarm.

"No!" Wanderlust yelled, using his magic to yank her backwards and re-clasp the satchel. With a yelp she slid halfway across the room, shocked by the sudden outburst.

"You must never go in there Trixie!" He scolded her, jumping from his chair and throwing his bag to the opposite end of the room. "It's very dangerous!"

As he stood over her, she cowered in his shadow, her whole body trembling and her face frozen in terror. She wasn't frightened of the yelling, she was petrified of him. He'd seen a look like that before, and Wanderlust got a gleaming of why this little girl would be living on the streets.

The older unicorn lowered his posture, his face softening into remorse.

"Oh Trixie I'm sorry. I didn't mean to yell at you."

She rose a little bit, her breaths as rapid as her heart beat must have been.

"There are things in that bag that are not for little fillies, things that could hurt you."

Lowering himself nearly to his belly, Wanderlust tried to look as harmless as possible.

Slowly, Trixie let go of her fear, and circled around him back to the bed. She climbed back on top and snuggled into the blanket, finding comfort in the sheets, protection.

"I'm sorry I went in your bag." came the little voice, half hidden behind a red fold. She kept her eyes on him, tears starting to well-up. "I was just curious."

"I know Trixie, I'm not mad." He strolled over to the bedside, and knelt his forelegs on the edge. "I just got really worried is all. Ok?"

She lowered her woven shield and looked up at him, "you're really not mad?"

"Nope."

"Promise?"

"Promise."

Trixie flattened the blanket in front of her, a smile beginning to break through.

"I was looking to see if you had anything to eat."

Wanderlust lowered his head to her level, "Well then why don't we get some breakfast then? There's a nice place just around the block. Makes the best pancakes in Equestria."

"Pancakes…" Trixie said, trailing off into thoughts of syrup and butter drenched deliciousness.

"Hop in the shower and we'll head out when your done." He told her stepping back from the bed, and pointed a hoof to where the little blanket still hung. "I washed your blanket, by the way."

Trixie's face lit-up at seeing it cleaned. "[ _gasp!_ ] thank you Mr. Wanderlust!"

She leapt off the bed and began to scramble towards the shower room, but a glove of magic held her in place and spun her around to face Wanderlust. "But I need you to promise me something Trixie, you must promise to never go in my saddle bags, you understand?" He paused to gauge her, "Ever, okay?"

She nodded her head swiftly, the seriousness of his demand not lost on her. "Ah-huh. Stay out of the bags. You got it."

"Go on." He released her, and she ambled her way to the bathroom. When she had closed the door, he exhaled deeply, relieved that he had stopped her before she'd gotten too far in. He picked up his bags and set them on the bed, giving them a wary eye, they may look innocuous, but that was a lie. He open one of the bags and extracted a map, it was a local one of Fillydelphia, with several places notated in red circles. Thinking back to yesterday, he took out a pen from the same bag, and put red X's over a few of them.

"That damn amulet has got to be here somewhere." He said to himself. "I've traveled half the world looking for it. I've got to find it before-"

"Hey Wanderlust!"

The voice cut him off, and he stuffed pen and paper back into the bag. Trixie was poking her head out from behind the door, a few droplets of water falling from her mane.

"What is it kiddo?" he asked her.

"I was just wondering, Do you mind if I get blueberries on my pancakes?"

"Tuh." he guffawed. "Sure Trixie, and strawberries, and honeydew melon."

She let out a tiny squeal before closing the door in a hurry. Wanderlust merely smiled to himself.

"Kids."

 **CANTERLOT**

 **PRESENT DAY**

"I demand redress!" the aquamarine, orange-maned noble-mare cried out. Dressed in a flowing gown of pastel colors, she stood on the long red carpet that bisected the royal throne hall. On either side of her stood dozens of those of the similar social caste. Wealthy merchants, real estate speculators, financial moguls, and of course members of Canterlot's deep-rooted noble classes. Descendants long removed from those who either founded southern Equestria or contributed to it's budding success.

 _Long removed from any useful function._ Celestia thought sitting in her tall chair. The daily court was usually burdened with the inane complaints and disputes from the aristocrats, diverting precious time away from the actual problems of the regular pony-folk.

Celestia stared flatly down at the be-jowled mare, who thought herself so high-and-mighty she didn't even open her eyes as she bellowed on and on about some slight. Resting her chin on her wrist, the Alicorn listened.

"…That harlot Fleur Dis Lee has been parading herself to all the available bachelors in Canterlot!"

"And?…" Celestia asked unamused.

" _AND…"_ The mare accented for weight, "She's throwing the curve for all the rest of us, more er,… conservative mares looking for a special somepony."

 _You have got to be kidding me._ The Princess screamed in her mind.

"So what are you asking from the court?"

"I am demanding that the court issue a royal decree that Fleur Dis Lee be ordered to put on some clothes that leave more to the imagination."

Celestia let a breath go out through her nostrils slow and smooth, an imperceptible attempt to keep her anger in check.

"Sorry to disappoint Diamond Chandelier, but that simply isn't something the Royal court can enforce on an individual. I'm afraid you'll just have to appeal to stallions on your own merits. Good luck with that."

Diamond Chandelier's eyes popped open, and her aquamarine face turned red as she flustered and sputtered in indignation. A pair of guards who had been working long enough to know when a petitioner had worn out their welcome moved in and began to politely but firmly escort her out of the hall.

"Another petition Your Grace?" Celestia's secretary Capulet asked, a slim unicorn mare with a dirty white coat and beige mane.

Stretching out her legs and back, Celestia groaned. "Not right now, I'll resume after lunch."

"After-" the mare checked her watch, and saw that it was indeed lunch time. But the princess never wore a watch… "How did you…?

Celestia tilted her head and tapped on her crown with her left hoof.

"Oh, right."

Throwing herself down from the dais, Celestia sauntered to the center of the hall.

"Court will be taking a break for lunch. We will resume shortly." she announced.

Turning abruptly, Celestia headed towards the door at the backside of the hall, the shortcut to her private chambers. "I'll take lunch in my room Capulet. Aside from that I don't want to be disturbed."

Capulet jotted down notes on her clipboard as left her boss to her own devices. "As you wish Princess."

Letting the door come to a slow close behind her, Celestia went to her bed and knelt down, tired from the mental taxation of the morning. Before the expected drudgery of the court hearings, the argument with Luna had weighed heavily on her mind. Try as she did to concentrate on her reading, her attempt at researching Thule for a talk with Twilight was more frustrating than fruitful.

She glanced over to the small collection she had retrieved from the library, several books on various topics about Thulian history and culture. She had tried to skim through a work on their century-long conflict with the federated yak tribes, but found it difficult to focus.

This was the most heated argument they'd had since that fateful night a thousand years ago, and every time they had some quarrel, no matter how minor, she felt a pang of tension. Since the history of this spat was related to Luna's turn to Nightmare Moon, it was especially disconcerting.

Celestia took off her crown and placed it on a pillow, letting her own head down to rest on a satin cushion.

"I did… the right… thing." She told herself. Discord, Tirek, Sombra, they had all been threats to Equestria, and she hadn't hesitated to put a stop to them. Even her own sister had to be vanquished, all for the good of the realm. But Æclypse had been a threat of a different kind, _he was going to reshape Equestria, everything they had fought so hard for._

Rolling on her back, Celestia reconsidered her approach to her faithful apprentice. _Twilight doesn't need me to teach her stuff she can read in the books for herself. What she needs is something personal, something only I can tell her._

That was a plan for another day, right now she needed to think of something to patch things up with Luna. Her sister had always been much more the introvert, and approaching her for personal matters was awkward, even for Celestia. This would require delicacy.

Her eyelids drooped, sleep last night had come in tosses and turns, worries about to keep a handle on things preventing a peaceful mind. _A little nap won't hurt_ , she though to herself letting her eyes close and muscles relax. _Some rest with help me…{yawn} clear my head._

After a few moments of darkness, her eyes popped back open. Suddenly she was no longer in her room, but flank-deep in snow, howling northern winds around her, and the vista of a mountain top overlooking a range of shorter peaks. It was night, and the sky was absolutely filled with the stars and the clouds of the nebulae, a view not shared with those in the south lands.

She stood and shook the snow from her coat, glancing around to get a bearing on just where in Equestria she was. She knew she was in the northern hinterlands, but with no Sun or familiar landmark it could have been anywhere in the Crystal Mountain range, or even beyond.

Then a pair of giggles startled her, she turned saw two lights moving across the surface of the snow. They floated across her field of view from the distant left to the close right, towards the edge of the cliff. Voices came from the orbs, joyful and speaking to each other with affection. At first they were indecipherable, but Celestia could easily recognize the sound of Luna's voice. But it wasn't the tone she had become accustomed to over the past few years, this was the way Luna sounded millennia ago.

"… _and so I told Star Swirl that it was Celestia who had licked the side of the cake!"_

The pair erupted in laughter, and Celestia found that she remembered that day, when she and Luna were still fillies, and mischievous as they were they'd always blame the other for things they'd done. Star Swirl knew perfectly well that Luna had done it, but he liked to play along in their running game. Her punishment was to go out into the garden, and sing to the family of phoenixes that had nested in one of the trees. She had found Philomena that day.

" _Oh Luna, you are quite the little mischief-maker aren't you?"_

The other voice, Celestia realized, " _I recognize that voice!"_ Luna was walking with Prince Æclypse.

The lights coalesced into more complex shapes, growing legs, waving manes, and heads as they strolled near the cliff. Eventually they clarified, a young Luna, her mane a pale blue, not yet having reached the power level that would alter it to the starry mist. Beside her was the Prince of Thule as she remembered him, young, tall, and ruggedly handsome. For all that Celestia had against him, she could never dispute the reasons why her sister or any mare would be attracted to him.

" _I have my fun_." Luna said coyly, tilting her head away from him. Æclypse chuckled, his gaze not leaving the elegant neck of her younger sister. Celestia had never seen her flirt with anypony before, it was a side of her she found fascinating. With the exception of her clumsy attempt to reintroduce herself to the pony folk on Nightmare Night, Luna was typically very reserved, even severe at times. To see her giddy and cute with this stallion, was seeing her anew.

" _Speaking of your sister…"_ Æclypse started, biting his lip to gather his courage. " _I still think you should tell her about us, I'd like to get to know her."_

At this Luna huffed and trotted ahead of him, " _What's the matter 'dragon rider'? Am I not sufficient for you?"_ She pouted, but the twinges of a smirk could be seen at the corners of her mouth.

Æclypse smiled and cantered up to her side, nudging her neck with his muzzle. " _Luna, you're more than I ever dreamed of. But I will need to establish some relationship with her at some point. I am going to be King of Thule in a few years, and it'll be a matter of state. I just… I think we should be friends, for the better of everypony."_

Luna turned back to him, her eyes delving into his, and she thrust her face to his, kissing him. Celestia was breathless, to see Luna flirt was unusual, this was mind-blowing.

Luna broke away from the kiss, putting a hoof up to his cheek. " _I will tell my sister eventually, she has already noticed a change in my behavior. It will be difficult to keep it a secret much longer."_ She gave him an impish smirk, " _But for now I do enjoy having you all to my own."_

The two embraced, laying their necks across and resting their chins on each others shoulder.

" _I am all yours Luna, princess of my dreams."_

A tear fell from Celestia's face, the wind having no effect on it's plummet. As she stood there, some dozen yards from the pair, the world around them faded to black. The far away horizon, the stars, even the wind and snow dissolved until just the three of them remained under spotlights.

"This is how I remember him Celestia."

The change in tone surprised Celestia, and she gasped to realize that she was now hearing her sister's current voice.

"Luna?"

Æclypse himself faded into the void, leaving Luna to stand alone. Her mane sprouted into the celestial curtain, and her posture shifted. Before Celestia now stood Luna as she was today, and she turned to her with a pained expression.

"If only you cold have known him as I did sister." Luna began sadly. "Seen him as he truly was, and not the torn, desperate, and angry stallion that you encountered."

"Luna." Celestia said, taking a few tentative steps forward. "I am sorry that I never knew him under better circumstances. It's just not how things played out. For all our power there are things that remain out of our control."

By now even her alabaster face had fallen, sharing in the grief.

"This was why I never understood, never understood why you had such hostility towards him. It was incomprehensible to me that two ponies I cared about so much could be at each others throats." Closing the distance between them, Luna looked up to her sister's eyes.

"For good or ill you have my reasons." Celestia said, hanging her head a bit. "And he had his."

Luna placed her hoof under Celestia's chin, "Show me what he was like to you sister, show me the good prince who refused to fight evil."

"Luna I don't think that's a good-" The elder sister started, but was cut off when Luna's face morphed from sad to determined.

"You forget sister, I am the mistress of the dreamscape." Luna's eyes ignited, and she levitated to loom over her sister. "And it is here that my will be done."

"No! Please, Luna-"!

Celestia could feel her mind giving way to Luna's will, the world around them transforming into a fire lit stone hall, and perched at the top of the dais on the throne sat a glaring Æclypse.

But suddenly she was awake. Her eyes snapped open and she craned her neck up to see that she was in her room. Peaking in from the doorway, Capulet was standing there holding a tray of snacks.

"Sorry to um, disturb you Your Highness, but your lunch-"

"It's fine." Celestia assured her, her face still damp from tears. "Just leave it on the table. I'll be out to resume court in a little bit."

"Okay." Capulet avoided looking directly at the princess, and quietly placed the tray on a bedside table before letting herself out, and closing the door behind her.

"Thank you." Celestia said to the empty space. She glanced at the food, a few half sandwiches and a bowl of berries, and though it looked good, and she was hungry, she just couldn't muster the will to reach over and eat.

Instead she put her chin back down on the pillow, and let another tear wind it's way down to soak itself into the satin.

"What have I done?" she muttered.

 **CAROUSEL BOUTIQUE**

Despite the season, it had become a rather warm day. As such, Rarity used a scrap of discarded cloth to dab at the sweat on her brow. She was going over the diagram for a new dress, pieces of fabric floating in the air like a foal's mobile around her head. Hunched over her work table for hours, she paused to crank her neck side to side, and wiggle her back.

She stared down at her work, mulling on the fact that she was just using it to distract herself. Things had been going great last night until Trixie showed-up, bringing in some unpleasant facet of Wanderlust's past with her. But the worst part was he had never come back, no apology, no explanation, just out the door, and gone all night. Part of her wanted to go find him and demand the truth, but part of her thought this was a red flag. She'd allowed herself to be charmed by a handsome stranger, and completely ignored her good senses to vet him better.

Plus, there were a few orders to get done, and concept designs for next year's spring collection really should be worked on. A dainty yawn refused to be suppressed, and Rarity decided to take a break from work. Sauntering over to the window, she put her elbows on the sill and looked to see what the towns ponies were up to today.

With a sigh, she took note of who she saw. "There's Mayor Mare and Lady Justice, probably going over the new zoning regulations. And there's Filthy Rich and Press Pass, no doubt he's trying to set the narrative on the recent troubles of his Manehattan accounting firm." [ _sigh_ ] "And there's Twilight coming over to visit- OH Twilight!"

Her mood immediately lifted, Rarity was excited to speak with her friend, "Perfect timing, I have a friendship problem, she's the princess of friendship, she'll have some good advice."

Trotting downstairs, Rarity came down the stairs just as Twilight was coming through the door.

"Hello Twilight darling, welcome back."

With a quick hug, Twilight seemed just as eager to speak to Rarity.

"Hey Rarity. I came by because I need to talk to you about something."

"Oh really?" Rarity asked, a little off-put by feeling that her own question would have to be put on the back-burner. "What is it?"

Twilight blushed a tinge, visibly awkward, "Well, I understand you have a new friend, this Wanderlust guy."

Rarity loosed a small gasp, "Yes, I was actually just about to talk to you about him."

"Really?" the purple Alicorn seemed confused. "Well this conversation won't be passing the Bechdel test."

"The what?"

"Nevermind. Wanderlust came to see me today."

"He did?" Rarity asked, the mystery around him only growing with time.

"Yeah, he came to me in my capacity as Princess, So I was all like 'Really, cool! I get to do something official for once'." Twilight mused.

"What did he want? He asked about your castle, but he never told me anything about any business he had with you."

"Well, he had a really interesting idea. It seems he came to Ponyville with the intent of opening a new finishing academy for young ponies. Not an academic school, but a place where young Earth Ponies, Pegasi and Unicorns could hone their skills."

"Really…" The idea stuck Rarity as, well, wonderful. A very generous thing to do.

"Did he say what the qualifications would be for this school? Some kind of aptitude test like Princess Celestia's?"

"That was the best part." Twilight said with delight. "It would be free to join, the only condition, was the student has to show a consistent dedication to improving their craft."

"That's a marvelous idea Twilight." Rarity had to admit. "But why did he come to you about it? Seems like a private enterprise."

"He said the training would be 100% hooves-on, very little expense after the start-up costs. Which he offered to pay out of his pocket. But the regular cadre would require some wages. To that end, he thought he could get a two-for-one deal by working with me. I would be the official patroness, of 'Princess Twilight's Finishing Academy for Young Ponies', and throw a few fundraisers a year to supplement the cost."

 _[GASP!]_ "Your own school Twilight! It's just perfect!" The seamstress tittered.

"I know right?! Then he said he'd already purchased the land to build the facility, but I was so excited, I insisted that we use my big empty castle!"

Twilight squealed with delight, then brought herself down to Earth.

"But I had a few conditions of my own, One of them, was that trustworthy ponies had to vouch for him. So when he told me that you, AppleJack, Fluttershy, and Pinkie Pie had already met him, I figured who better?"

 _uh-oh_ Rarity thought, it was precisely this vein that she needed help with, but with him needing a voucher for such a worth-while project…

"What ah… What did you need to know?"

"I understand you've gotten to know him the best so far. So tell me, what do you know about him?"

Twilight fixed her friend with a look asking for honesty, it didn't help that she had just said the very phrase that had been on Rarity's mind for the last day. Fluttershy had said it aloud, but it had been echoing in her mind, trying to elbow its way past the infatuation.

"In all honesty Twilight?" She warned.

"Nothing but." Twilight assured her.

Rarity took a deep breath.

Outside a mother and her young filly were walking past the boutique, talking and laughing as they went. But as they crossed the building, a sudden loud yell scared both of them. Especially since they recognized the voice of their local princess.

"HE DID WHAT WITH WHO?!"

 **PONYVILLE ELEMENTARY**

Sitting at her desk and concentrating on her math work, Sweetie Belle got the feeling she was being watched. After the scene at the party last night, she couldn't really expect any different once the rumor mill started turning. Every now and then she caught her classmates glancing over to her. Some, like her friends she knew were probably curious to know how she was doing, Applebloom and Scootaloo pestering her all morning before class, despite the fact that they had been there. Others, like Diamond Tiara and Silver Spoon she knew were up to their usual track of making snide comments and condescension.

But most she thought, were just curious. They all knew her and Rarity had taken the stranger into their home, Sweetie had made sure of that with her bragging. Now, the whole town was gossiping about how he had run off into the night with a mare who had already put the town in grave danger, and tried to turn it into her own personal serfdom.

She cut her eyes to the left, and saw the same green earth pony from yesterday looking at her. As soon as their eyes connected he looked away. _Odd,_ she thought, but not particularly out of the ordinary considering.

Glancing down at her paper, her math work had stalled half-way through the first equation. It wasn't her favorite subject, but she had never had any problems with it. With a small exhale, she picked-up the pencil in her magic and tried to finish it.

Just as she touched the graphite to pulp however, the bell rang, afternoon recess.

Ambling out onto the porch, her friends closed in on her sides.

"You feelin' alright sugercube?" Applebloom asked. "You seemed really distracted today."

"Yeah, and not like yesterday." Scootaloo added, "I mean, you didn't have anymore of those weird berries did you?"

"No…" Sweetie began half-heartedly, trying to avoid making eye contact with the others as they went through the yard. "It's just last night. I told everypony I was friends with Wanderlust. Now, the whole town's talking about how he knows Trixie, and what he's really doing in Ponyville."

Scootaloo turned her focus to the sky, thinking something over. "Kinda reminds me of our Gabby Gums experiment."

"Oh yeaaah…" the apple filly said, "I remember that."

Sweetie bowed her head. "I guess now I know what it's like to be on the receiving end of the scandal."

"That's putting it lightly."

The CMC turned their heads to see Diamond Tiara and Silver Spoon prancing over to them, both bearing the smarmiest grins they could manage.

"Your sister's new colt-friend is some kind of conspirator with the criminal and maniacal Trixie, and now the _whooole_ town knows you're harboring a dangerous outlaw."

"You don't know if he's an outlaw!" Applebloom yelled back at the bullies.

Scootaloo nodded her head, "Yeah, he's just some really cool drifter that beats-up monsters and sleeps outside."

Diamond Tiara and Silver Spoon rolled their eyes at one another.

"Yeah, he sounds like a real trustworthy guy." Silver jabbed, "How do you think he makes any money living on the street?"

"I bet he robs ponies on dark and lonely roads." Suggested Tiara.

"I bet he's got a whole laundry list of crimes and degenerate activities."

"I bet that's the only laundry he has!"

Both spoiled fillies erupted in laughter, draping a foreleg over their shoulders to stay standing.

The Crusaders pouted, knowing that the battle of wits usually went against them, and this time, the bullies kinda had a point. Still, they were only doing it to be mean.

"Even if he is a crook," Shady Daze began, stepping up to the left side of the CMC, Rumble to the other, creating a five-foal front opposite the tormentors. "He's still way more interesting than you'll ever be."

The young Pegasus colt nodded in agreement, "Yeah, if they wrote a book about him, it'd be as tall as me. You wouldn't get a page in a pamphlet!"

Tiara scoffed, "As. If. I could just have daddy commission a whole movie about me. You however, will just be a sad little nobody the rest of your life."

"You're wrong Diamond Tiara." Shady asserted, taking a step towards her. "I'm gonna be remembered by friends and family who love me. Are you gonna pay someone to miss you when you're gone?"

"Maybe!" She spat, her lower jaw quivering.

Shady could tell he had gotten to her, so he stepped back to stand with the CMC.

"You can pay your little froggy here."

The tension came to a dead stop, replaced by confusion. Rumble was the first to break the silence.

"I think you mean toady."

"What?" Shady said, "Frogs are way grosser than toads."

"No…I'm pretty sure it's the other one." Scootaloo confirmed.

Diamond Tiara shook her head in fury. "Whatever! I shouldn't even be wasting my time with a bunch of blank-flanks anyway! Come on Silver."

Silver Spoon was still reeling from the body-blow insults thrown their way, and hesitated to follow when Tiara turned, her chin raised in a show of superiority.

"Guess she must have important spoiled brat stuff to do." Applebloom observed as the pair stomped off. "Thanks for the support guys."

"No problem." Rumble faced the rest of them as they turned and walked towards the currently unoccupied play house. "Us Blank-Flanks gotta stick together right?"

After a shared chuckle, Scootaloo gave him a high-hoof. "Totally."

Hopping into the small play shack, Shady Daze leaned his forelegs out over a window sill. "So, have you guys seen Button Mash?"

The crusaders traded looks among themselves before shaking their heads.

"Sorry." Said Sweetie Belle, "Haven't seen him lately."

Rumble lifted a fore-hoof as he spoke, "That's the thing, no-pony's seen him or his mom for the last two days."

"We went by his house," Shady added, "And saw a note on the door about some vacation to Baltimare. But when we looked in the window to Button's room, all his game stuff was still in there. There's no way he'd go on a trip without those!"

Applebloom rubbed her chin in contemplation. "That does sound like a mystery. What do you say girls? Cutie Mark Crusaders: Missing Ponies Bureau?"

"Sounds good to me!" Scootaloo said excitedly, buzzing a few inches off the ground.

Sweetie Belle nodded in agreement, "Hey! You guys wanna join us?"

The statement caught all the others off-guard, and Sweetie found herself in the position to explain herself.

"I mean, why not? They don't have their cutie marks either. So maybe they can…"

"Join the Cuite Mark Crusaders?" Came a shocked Applebloom, finishing the thought.

"Well, if they want to I guess." Put Scootaloo.

Rumble and Shady Daze were a little taken aback. They hadn't come to the girls to join their club, but if it could help find their friend...

"I'm in." Rumble said, puffing up his little chest.

"So am I." Shady agreed.

"Alright!" Applebloom cried as she bounced with delight. "The CMC is expanding! We're gonna need to make a few more capes!"

"Add some new names to the roster!" The orange Pegasus chimed.

"Get a couch for the clubhouse!" A happy Sweetie Belle said.

Scootaloo and Applebloom paused to think about it, but the idea grew on them very quickly. "Yeah!" They cheered in unison.

Shady stepped between the girls to interrupt them, his serious face taking the joy out of the situation.

"First things first, we need to find Button."

The girls all matched him with looks of determination, resolute that this would be their most important crusade yet.

Applebloom stuck-out her fore-hoof between the five of them, the rest following suit until they all had a share in the center.

"Cutie Mark Crusaders, we've got a mystery to solve."

 **OUTSKIRTS OF PONYVILLE**

 **EARLY EVENING**

Soaring high in the air, she could see him down below. Gliding on the invisible currents, Twilight Sparkle tried very carefully to not give herself away before she wanted too, making sure to keep her shadow out of his field of vision.

Strolling along on the ground, Wanderlust was keeping a parallel path to the edge of the Everfree forest, like he was patrolling it seemed to her. Unhurried in his pace, he kept an eye on the mysterious woods, watching it, his head twitching to any subtle movement.

After a series of very revealing conversations with Rarity and the rest of her friends, Twilight decided that she had to take a whole new look at this out-of-towner. No longer was he a philanthropist to her, but rather somepony who demanded a much closer inspection, a stallion who seemed to have much more to his intentions than he had let on.

For a pony who had only been in town for a few days, the account of his activities if not intriguing, was highly unusual. Fighting Timberwolves, buying property, charming Rarity, spending mysterious gold coins on flowers. Any one of these things would be merely interesting in isolation, but from one guy? One pony who consistently met questions with vague answers, and always seemed to know a little something about everything.

It was time to get some straight answers out of him if he wanted her help at all.

But not everything she'd heard about him was suspect. Apparently he was a generous spender, a gracious guest, kind to children, and evidently willing to risk his safety for others. He was also a talented minstrel she was told, a gift he was exercising at the moment. Twilight didn't have the naturally heightened sense of hearing like a Pegasus despite the wings, but his singing voice was clear, and carried on the wind.

"Lips, ripe as the berries in June,

Red the rose, red the rose.

Fur, pale as the light of the moon,

Gently as she goes…"

It was a love song, Twilight realized, a sad one by the sound of it. He couldn't be singing it about Rarity, that wouldn't make any sense. This had to be some mare from his past, a very special somepony to be singing about her. The style of the song struck her as notable as well, it was sung like a poem, and she could imagine him singing it while plucking lazily on a lyre.

"Eyes, blue as the sea and the sky,

Wa-ter flows, wa-ter flows.

Heart, burning like fire in the night,

Gently as she goes."

If it wasn't about Rarity it was pretty close, pale fur and blue eyes. Maybe she reminds him of this previous mare, maybe that's why he likes her. That was a thought Twilight decided she'd rather chalk that up as a coincidence.

"La, la la la la la la,

La, da da, la, da da.

Hm, mm mm mm mm mm mm,

Gently as she goes."

He'd been singing the song over and over for as long as she'd been trailing him. Sometimes a little faster, sometimes a little slower, but he always lingered on the final line. No doubt because of some memory.

An interesting subject that she'd have to ask him about.

" _The others should be in place by now."_ She thought to herself. " _Time to bring him in."_

"Good evening Wanderlust!" Twilight touched down a few paces behind him, flashing a closed smile. He returned it with a surprised but hopeful gleam.

"Evening Princes-, ah, Twilight. Sorry, still not accustomed to addressing royalty by their first names."

His apology seemed genuine she thought, _points in his favor._

"That's an interesting thing to know about you Wanderlust." She said while coming up to his side as they walked.

"It is?" He asked, his voice betraying confusion.

Twilight smiled. "Yup. In fact, that's why I came to find you. I've decided that if you and I are gonna do business, I'm going to have to know more about you."

"I see." Was all he could manage at first. He had heard that the princess was very curious pony, and he reflexively got a bit wary. "Did you speak to the others? What did they have to say?"

"Oh I had some very interesting conversations Wanderlust, ones that beg for further investigation."

" _More questions?"_ He thought. _"Well I probably shouldn't be surprised_. _This whole town has been so curiously trusting, only a matter of time before somepony got around to asking some smart questions."_

"Whatever you need to know Twilight, I'm an honest stallion."

"Excellent!" She chirped with a grin. "We'll just head back to the castle then. The others will definitely have their own questions to as you."

"The others?" he nearly gulped. " _This is… potentially… not good._ "

"Yes, my friends that you've met already. Since they're pretty much my royal council, and already know you a little, I figure they should be a part."

She paused in her step, giving him a subtly probing look. "Unless of course, you're not up to answering all our questions."

This was a direct, indirect challenge, and Wanderlust knew it immediately. She was calling his bluff, laying a trap, drawing a line in the sand, giving him a chance to blink.

He gave her a bright-eyed smile. "I've got nothing but time."

"Great! Let's go." Twilight stepped right up against his flank and lit her horn, covering them both in a bubble of her magic.

"Wait," he said, "Are we gonna tele-"

In a flash of purple sparks they vanished.

 **TWILIGHT'S CASTLE**

"-port… again…"

Appearing in the main hall of the crystal castle, Wanderlust made no pretense of his dismay. It wasn't that he didn't like being teleported, he was just irritated that it was a spell he didn't know.

"I have got to learn how to do that Twilight."

"Maybe I'll teach you someday." She said as she strolled ahead to the throne chamber. "In exchange for that fire spell."

 _Damn, that might take a while._ He thought to himself as he entered the room after her. The second he saw what he was getting into however, he came to a stop at the threshold of the circle of thrones.

Seated in each one, were all the element bearers, and each of them looking directly at him. Applejack and Fluttershy bore no explicit reaction to his presence, but the others were not so concealed. Rainbow Dash narrowed her eyes at him, suspicious of his every move. Pinkie, oddly, seemed pleased to see him, giving him a casual smile.

Twilight plopped down in her chair from above, and appeared to wait on him appraisingly, the impartial judge. Spike sat in his seat adjacent to her, his arms crossed, his demeanor not accusing but skeptical. Rarity however, as stiff an upper lip as she tried to produce, he could still see the trepidation in her eyes.

 _She must feel like I played her for a fool._ Wanderlust cursed in his mind.

"Please step forward Wanderlust." Twilight said, "And I'll begin the questioning."

He took the few hesitant steps forward to stand in the center of the ring. Lifting his saddle bags from his torso, he set it on the floor behind him, an effort to show that he wasn't hiding behind anything.

"First question Wanderlust. You told Rarity that you were from the north, so where exactly are you from?"

An expected question. "I know it sounds very evasive when I say that I am from all over, but it's more true than you think." He turned in place, addressing the council as he spoke. "I left home at a very young age, and have been traveling around the world ever since. I have called no place home far longer than I ever had one. But if you want a more precise answer, then I would tell you that I was born in Vanhoover."

The admission was a bit startling for the girls. Of course they had heard of it before, but it was far to the northwest and none of them had ever been there before.

"From Vanhoover?" An eyebrow raised Twilight mulled over. "Is your family still there?"

"I'm afraid I don't know." Wanderlust let his head hang a little, a long since accepted pang of guilt still exercising some potency. "My departure from home was not an amicable one. My father and I did not see eye-to-eye on very much, and instead of a refuge, my foalhood home was often a battlefield."

The Element bearers grew visibly dismayed by his story.

"Things only got worse when my older sister left home a few years before I, my father was a domineering pony, and as such was not too tolerant of things outside his control. So as soon as I could muster some resources, I got out of there myself, and then the road became my home."

This seemed to pacify Twilight for the moment, she leaned back in her seat to consider his answer. When Wanderlust cast about to gauge the others, Twilight cast a quick glance over to Applejack who sat to her left, and saw that she was still watching him.

 _No indication yet…_

"Next Question!" Rainbow Dash almost yelled at him, poking a hoof in his direction. "How did you know Pinkie Pie's name before meeting her?"

"You yelled it at her while streaking over me."

"That is true Dashie!" Pinkie confirmed in a happy voice.

Rubbing her chin for a moment, Dash wanted to trip him-up on something, but since Daring Do was still investigating the coin, she had to think of something else. "Alright… What are you really doing here in Ponyville huh?"

"I believe I already made that clear to Princess Twilight." Wanderlust said, a bit startled by the softball question. "I'm here to open an academy for-"

"Cut the malarkey Wanderlust!" interrupting him, Rainbow Dash reared up. "You've been giving us a lot of convenient excuses. You expect us to believe that you're in town for two days and you just happen to meet all of us? Huh?"

Wanderlust hesitated. Twilight leaned forward in her chair, and caught a flash of movement from Applejack, just a darting of the eyes.

"Wanderlust." The princess cautioned, "If you have any other reason for being in Ponyville… Now's the time to tell us."

His mouth hung for a second, _Alright… what's the right play here…_

 _"_ It's true."

A series of gasps came from Pinkie, Rarity, and Fluttershy. Rainbow Dash got a look like a cat that had cornered a mouse. Only Applejack and Twilight remained stoic.

"It's true." He admitted a second time. "I do have an ulterior motive for being here." He paused, taking a few breaths to decide exactly how he wanted to put this. "I came here for you, you bearers of the Elements of Harmony."

Twilight sat straight up, this was unexpected. But in a way, it was familiar. Ever since she first became connected to the Elements, she had been worried about someone taking an undue interest in the primal powers that keep Equestria full of light. Only Discord had managed to pose a threat to the jewels or Tree directly, but after dealing with Starlight Glimmer, she couldn't rule out a mortal pony being a potential danger. Especially not one as magically potent as he was supposed to be.

"What do ya mean here 'fer us?" Said Applejack, "What do you want with us?"

"I wanted to know who you are. Of course all Equestria knows about you, you defeat some tyrant and save the world every couple months. But that doesn't tell me who you are as ponies. I had to see the saviors of Equestria for myself."

None of the mares quite knew how to take this revelation, they had never had a pony make a pilgrimage to them, and they weren't sure if this was a good thing or a bad thing. If this was the beginning of some kind of trend, Applejack wanted to nip it in the bud

"Ya do realize we're just a bunch of normal ponies right? I mean, yeah we're connected to the elements, but we're just like anypony else."

"All evidence to the contrary I'm afraid." Countered Wanderlust. "To do what you have done once would be enough to make you legends. But after several times? Being avatars of a higher power makes you very different from regular ponies, and at the very least, worthy of investigation.

So I came here, to learn about you, see what kind of ponies hold the fate of Equestria in their hooves."

There was silence from the gallery until Pinkie Pie raised her questions.

"Answer this for me stranger: What's your favorite kind of party snacks?" She leaned back, watching for his answer behind steepled hooves.

He took a deep breath, "I'd have to say Saddle Arabian fig treats, Waka'Nakian baked berry pies, and soft pretzels with a cheese fondue."

Pinkie narrowed her eyes. "I find your answers acceptable."

"I have a question… if it's okay with, um, you guys." Fluttershy's timid voice emerged.

Twilight put a hoof to her forehead, "Go ahead Fluttershy."

It took the gentle Pegasus a moment to clear her throat before she began. "Wanderlust?"

"Yes?"

"Could you, um, tell us more about how you know Trixie?"

 _Finally, the real elephant in the room_ , he thought with a sigh.

"As I'm sure Fluttershy told you all, I met Trixie when she was much younger. The simple truth is that I was a…" In the second he paused, he remembered his time with Trixie, the joy in her eyes when she learned a new spell, the dejection of failing, the way she grew into a beautiful young mare.

"I was a mentor to her, for several years."

"Several years?" Rarity said aloud, the words dripping with disbelief. "You mean you're the one who tutored her magic?"

"I taught her a few things. She was magically talented before I came along, she just needed some guidance."

Rarity became indignant. " _Hrmph!_ Some guidance you gave her!"

This genuinely struck Wanderlust as bizarre, "What are you talking about?"

"Last night wasn't the first time Trixie has come here." She snorted, "Her presence in our town has typically resulted in calamity, a repeated pattern of behavior. And as somepony who knows her patterns, I have to ask what you taught her that would lead her to the life of a charlatan and jealous tyrant?!"

Even her friends were off-put by Rarity's accusation outburst. Wanderlust just stared back at her, reeling from the glare she cast in his direction. After a hard swallow, he started to talk slowly.

"I… don't know what she's been up to for years. The pony you're talking about isn't the one I knew, it's not the one I left to pursue her own life and not…" Again he couldn't finish the sentence without his face winching, "Not be stunted by having me drag her around Equestria."

Wanderlust let his head hang, trying to figure out, remember anything he might have done that would cause Trixie to be the mare they were familiar with. She had been happy, healthy, and prospering when he left, _what happened_? he wondered.

Raising his face to Princess Twilight, he bit back his emotions and squared his jaw.

"Would you tell me, What exactly did Trixie do that was so terrible to garner such suspicion and animosity?"

"The first time she made a show of bragging how superior and powerful she was, humiliating several ponies and telling us that she had defeated an Ursa Major. And when a few of our… less sensible townsponies tried to get her to duplicate her feat, the whole town was endangered when she couldn't stop an Ursa Minor."

"She said she beat an Ursa?" Wanderlust's questioned to himself.

"The second time," Twilight continued, "She came here bearing an item that granted her power beyond that of a normal unicorn, but it also corrupted her mind, turning her into a despot that enslaved the town. Luckily I was able to get her to give the power up, and see the error of her ways."

His mind raced at the implications, _What she's describing... It couldn't be… that would mean that Trixie found…_

"I'm sorry I can't stand here and offer you some explanation for what she did. But I am sorry for whatever part I may have had in turning her into who she became."

Twilight looked around to the rest of her friends, assessing the state of the committee.

"If there are no further questions-"

"I have one last question." Rarity said, raising a hoof. "Wanderlust, do you love her? Do you love Trixie?"

"I watched her grow from a filly into a talented, beautiful young mare. I suppose I'll always have love for her."

Rarity stared at him wide-eyed before stepping down from her seat. She walked out of the chamber, leaving the rest to watch her exit with a small degree of astonishment.

Twilight broke the awkward silence, "I think that will suffice Wanderlust. If you don't mind waiting outside the chamber, we have a few things to talk about."

"As you wish Princess." Wanderlust bowed as he turned, picked up his bags, and let the doors shut behind him.

"Well that was tense." Applejack noted now that they were alone.

Fluttershy shivered. "Oh, I didn't like that one bit."

"I didn't either." A troubled Twilight agreed. "We shouldn't have to take such measures with ponies who come for our help."

"This is his own doing." Rainbow Dash countered, "He kept himself shadowy on purpose, you heard him, he's really here for us."

Twilight stepped down from her chair and into the center. "Considering all we've done that's not really surprising. And so what if he's not comfortable coming out with his life story after knowing somepony for two days, I certainly can't blame him for that."

"He seems alright to me." The unexpected voice came from Spike, who let his little legs swing back and forth over the edge of his seat. "He's traveled all over the world, he's bound to seem a kinda strange to us, we've spent our whole lives in Equestria."

Applejack and the others joined Twilight in the middle "Now that's a fair point sugercube. So there's parts of his past he's not real proud of; what's he's done in the present is rescue some fillies from going into the wood chipper."

"And he can't be all bad if he put up with Trixie for years." Fluttershy said while looking down at floor. "If that's not an act of kindness, I don't know what is."

With the majority opinion going against her side, Rainbow Dash pouted and crossed her forelegs. "I'm telling you guys, we need to keep a closer eye on him. At least until we get to know him better."

Twilight twisted in disappointment. "I hate to say it Rainbow, but you have a point. I can't give a stranger my endorsement, I was much to hasty to go along with his plan."

"Right!" Dash agreed, "So I'll keep tabs on him and-"

"Actually Rainbow," the Alicorn cut her off, "I think Pinkie Pie is better suited for this. We've seen all the information she collects to get to know somepony."

"Yeah!" Pinkie squealed as she jumped in between Twilight and Rainbow, "I'm the sneakiest pony in this berg. How do you think I got all those emergency party cannons installed in your homes?"

"Oh no." A shuddering Fluttershy mumbled, imagining the scare waiting for her somewhere in her cottage.

A few minutes ago, Wanderlust glanced back as the doors closed behind him. With a sigh he looked around to see which direction Rarity had gone, and he saw the very tip end of her tail around the corner. Walking softly, he poked his head past the bend and saw that she was laying on a bench, her chin resting in the crook of her forelegs.

Forcing a hard swallow, he started to talk before he had anything to say. "Rarity?"

She lifted her face around to look at him, but without emotion set it back down.

"If you're worried I'm going to call for you be run out of town, have no fear. I'm not going to lay Trixie's misdeeds on you."

Again, the mention of Trixie being a menace to the town stung at his heart, but that wasn't something to be dealt with at the moment. He leaned on the edge of the wall.

"I admit I don't quite know what to say. I thought things were going well."

Rarity shifted her head, leaning her right ear more in his direction. "Soooo, when you came to town, you already knew about me huh?"

"Well, I knew _of_ you, but I couldn't predict who I would find when I got here." Wanderlust stepped around the corner and laid himself down alongside her. "But I am glad to have found you and all your friends to be more than I…. well, how do I say this… With the Elements of Harmony in your care, I believe Equestria is safe."

Rarity considered telling him that the Elements had been restored to the Tree of Harmony, and that their connection to them was questionable, but she declined.

"Happy we could exceed your standards."

Her tone was displeased, but workable he thought. "Rarity, it's not about me, it's just… I've seen a lot of the world, a lot of bad and a lot of good. I've seen plenty of champions rise and fall, some because of a stronger foe, others from vice. So when I heard about a new Alicorn and her company of heroines emerge victorious over the greatest threats in Equestria, I just had to see it to believe it."

For a while Rarity didn't respond, she merely lay where she was. Wanderlust set his own chin down to rest, and for a few minutes they both sat in silence.

The sound of the chamber door opening caused them both to stir.

"Rarity! Wanderlust!" They heard Spike call, "They need you back in here."

Rarity was the first to reenter the room, getting back on her chair as the others had already done. Wanderlust put on a stoic face and stepped before the tribunal. Twilight cleared her throat.

"Wanderlust, you have our blessing to stay in Ponyville."

He visibly relaxed, but Wanderlust remained attentive to the not-so-great news that was sure to follow.

"However, I cannot give you my endorsement for an academy. As much as I like the idea, I just don't know you well enough yet."

Wanderlust nodded his head, accepting the verdict. "Very well."

"So until such time, we advise you to be on your best behavior."

"Shouldn't be a problem Princess."

"Then that settles it." Applejack announced, regardless of the others. "Meetin' adjourned, I got work needs doin'." Getting off her chair, she gave Wanderlust a passing nod as she headed out of the chamber.

One by one the others followed her out. Pinkie flashing a quick smile, Fluttershy seemed distracted, and Rarity strolled past him without a word. Rainbow Dash was the last to leave.

 _Figures._ Wanderlust thought, _Loyalty is a stubborn quality._

Dash glided around him on her way out, never getting closer than a few paces. All the while she fixed him with a look that warned him to abide Twilight's condition.

When Rainbow had left, the doors were closed and Wanderlust remained with Spike and Twilight.

"Before you go Wanderlust, there were some personal things I wanted to ask you, that I thought you might not want to answer in front of a crowd."

 _Here it is._ He tensed. "Like what?"

"Well…" A sudden feeling of discomfort forced Twilight from her throne, and she approached him. "These are _personal_ questions…" Glancing back at Spike, she gave her assistant the indication to leave them alone. He got the hint.

Spike hopped down from his seat and waddled his way to the door on the other side of the room. "Guess it's time to finish the latest 'Power Ponies' issue."

With just the two of them, Twilight bit her lip. "When I came to find you earlier, you were singing to yourself, and I'm thinking you weren't singing about Trixie were you?"

"No." He felt his gut churn. Knowing what the next question would be only served to make the situation all the more depressing. Unable to mask the anxiety building beneath the surface, he let Twilight finish her thought.

"So who was it about?" She asked.

"My wife." Wanderlust conceded, "I was singing about my wife."

The surprise apparent, Twilight kept going. "So you're married?"

"I was, years ago."

"But not anymore? You left her? You broke up? You- "

"They were taken from me." He spoke the words with a grit of anger, almost through his teeth. "There was nothing I could do."

"I see." She wasn't quite prepared for his answer, and clearly this was a touchy subject. "I hope I didn't offend you by asking."

"It's fine." He assured, casting his eyes to the floor. "The song is to remember her."

"I just have one last thing to ask you, only because you've done so much traveling."

This sounded interesting, and it served to break Wanderlust out of his slump.

"Show you something more accurately." Twilight used her magic to reach into a satchel leaning on the side of her chair, and she extracted a book.

"Since you've seen so much, I was wondering if you've ever seen anything like this before."

"I'll take a look." He said with small optimism. "Chances are I have, but I'm always open to new-"

The sight of the book stunned him, and he stared at it unblinking for a few moments before his mouth moved.

"Where did you find this book?" he asked in a hushed tone.

"I found it in Canterlot. It's about the clothing styles in an ancient kingdom called-"

"Thule." Wanderlust said, not taking his eyes away from the tome.

"So you have seen it!" Twilight smiled with excitement, "You wouldn't be able to read it would you?"

His lower jaw hung in place, staring at the book like it was hypnotizing him. But he snapped out of the stupor with a shake of his head, and took it in his magical grasp.

"I told you my family was from Vanhoover, and I remember seeing something similar in our attic, in a box of my mother's family heirlooms."

He flipped through the pages one by one, taking in the contents with reverence.

"I asked her about it, and she said that her side of the family was a very old bloodline, and that it was the last of some relics the family had kept over the years. She couldn't read everything in it, but her grandmother had taught her to read some of the older text.

Unlike this volume, the book we had was something of a family chronicle, started by some long-ago ancestor, with a contribution by successive generations. My mother even showed me where she had put her passage, telling about the family she had, and that my elder sister would inherit it."

"Did your book contain any historical information?"

"In the oldest stuff if I recall correctly." lingering on a portrait of a mare dressed in a flowing green gown with flowers along the trim, he tilted his head to marvel at it. "It mentioned something about the family starting the chronicle after they left Thule, and how many of the others scattered all across southern Equestria.

We couldn't read all of it, parts were faded with time, some was so archaic it was indecipherable. The earliest part was about some prince being banished by, how did the book phrase it? 'The Great Light of Equestria'."

"Huh!" Wanderlust chuckled, "I'm so surprised I remember that. I haven't seen that book since I was a colt."

With the prospect of cracking this code and gaining access to a whole wealth of ancient knowledge, Twilight's nature as a voracious student came to the fore. "Do you think you can help me translate some of this stuff?"

"Bits of it I'm sure, like, but I don't know how much you plan to learn from a book on clothing." Handing the book back to her, he noted the growing smirk on her face.

"Wanderlust, what if I told you there was a secret trove of Thule material."

The idea confused him, "Then I would ask why it was a secret. Where is this trove?"

"That's the secret I have to keep, but if I can get more, you'll help me understand it?" Twilight floated to book back to her bag, where Wanderlust caught sigh of the other two.

He couldn't tell what the other books were, but what he understood perfectly well, was that this was his path to getting the princess on his side. He planted his left foreleg, and curled the right underneath, touching his horn to the floor.

"I am at your disposal Princess."

 **EDGE OF THE EVERFREE FOREST**

Looking over her shoulder through the darkness, back to the lights of Ponyville at nightfall, a green unicorn mare skirted the tree-line of the ominous woodland. Her mane was a thick dark brown, with twin streaks of sky shade blue and green running down the length, and a single band down her tail. Big brown eyes magnified behind a pair of glasses checked once more to make sure she wasn't being followed. The quaint lights of Ponyville at nightfall were picturesque, but the object of her focus lay within the forest.

Gentle Heart, as she was known in town, disliked having to come out to the foreboding wood, but necessity ushered her on. Seeing that she was indeed alone, the first steps into the shadows always scared her, but in she went.

Normally, going into the Everfree was ill-advised, and that was during the day. At night, it was downright reckless. All manner of beast and predator stalked the gnarled and thorny zone, and even today nopony had attempted to make a comprehensive study of it's borders and topography.

But it was her timid exploration of the Everfree that led her to the discovery that stirred her tonight. Recently, more than a few ponies had remarked on some strange doings in and around the forest. Animals that usually were never seen outside the woods were causing trouble on bordering homesteads and villages. A Cragadile invaded a duck pond, a pair of wandering Manticores terrified a whole family into barricading inside their home, and just the other night a massive Timberwolf chased someponies onto Sweet Apple Acres.

She hoped that her objective would be able to shed some light on these events, aside of course from their typical routine.

Wading gingerly through the prickly underbrush, Gentle Heart kept a keen eye on the branches above her, her quarry was a savvy denizen of the forest, and could move without detection easily. So while stomping through briar bushes and mucky furrows wasn't the favorite part of her week, it was worth it.

"Hey!" She half yelled-half whispered, trying to not alert anything she wasn't here to meet.

A leafy bush behind her rustled caused her to freeze in place, and a charcoal rabbit bounced out and away from its cover. Gentle Herat allowed herself to exhale before carrying on.

"Where are you?" She called out, making sure not to scrape her leg on a thorn covered root, "If you're trying to scare me…"

A smattering of muffled giggling from the shadows to her left and she drew a foreleg to her chest in instinctual protection, staggering to her right. Turning in place, she walked backwards to keep an eye on where the laughter had come from. But her focus prevented her from detecting the jutting stone as she backed into it, and she tumbled into a hedge of leaves, "WAHHP! She yelped, disappearing into the pale green mass.

A moment later her head popped out, a collection of small twigs and leaf bits stuck in her mane. With a face contorted in irritation, she spat out a dead stem.

"This forest-" She muttered. Unbeknownst to her, a pair of lean limbs slowly creeped down from an obscured position above.

"-Should be bulldozed and turned into a- YIPE!" The slinking limbs hooked under her forelegs and hauled her into the branches.

Gentle Heart opened her eyes to find herself seated on a wide branch, unharmed, and face to face with the smiling fangs of a scraggly haired bat pony sitting across from her in the window of moonlight.

"Paleo Search! You jerk!" She landed a punch into his shoulder, but he laughed it off. He grinned despite her pouting face, and leaned in towards her. Reaching his nose to hers, she turned her head to avoid the nuzzle. He tried to touch her again, and again she denied him. Finally he stared into her eyes.

"Come on Gentle, you're a unicorn in the deep dark Everfree forest, and I'm a Nocturne."

She stared back at him, waiting to see where he was going with this

"As if you could outrun me." He said in a mockingly pretentious voice. "As if you could fight me off."

"Oh shut up." Gentle Heart told him before giving in and nuzzling her snout against his.

"You know we don't have to meet out in the forest like this, you can come into Ponyville. They're not going to chase you out with torches and pitchforks."

Paleo Search stretched the membrane of his wings and leaned back against the trunk of the tree. "Yeah, probably, but I'm not much for crowds, or you know, lighted areas in general."

"I'm just saying here are better places to live than the Everfree forest."

"You know me G.H.," He said putting his forehooves behind his head, "Like this place, I'm ever free."

Looking out through the gap in the boughs to the moonlit treetops, she remembered the 'ongoing troubles' as some of he older townsonies had come to term the recent events.

"So what's going on out here? There's all sorts of strange things going on around the forest."

This brought the nocturne out of his comfort, and with a sideways frown he explained what he knew.

"I have noticed some strange activity. Lot of the critters are moving out of their usual haunts, all in a general direction away from the center of the forest. I thought about checking things out, but I don't like to go near the Thicket Kingdom, those deer are very territorial."

"The Thicket?" Ponies in general were aware of the deer's presence, but with virtually no contact, most simply forgot they even existed.

"Yeah, everything around their turf got outta dodge." Sitting up, he pointed a hoof towards the deeper wood. "Which is the weirdest part, because those guys are shepherds of the forest, they foster the ecosystem."

"Definitely sounds like something strange." Gentle Heart turned herself about and threw her back into Paleo Search's chest, where she snuggled into his fur. He folded his forelegs around her in embrace, and they lay in comforting silence for a few minutes, listening to the sounds of the habitat.

"I'm totally gong to get you back for scaring me Paleo." She told him.

"He-he, I'm sorry love. I just couldn't resist the opportunity." Paleo wrapped his limbs around her a little tighter, and rubbed his jaw into her mane.

"The creepiest part was when you giggled in the bushes."

"Giggle in the bushes?" He asked.

"Yeah, you got around me for a scary laugh in the darkness."

Paleo adjusted himself to face her, his demeanor dead serious. "Sweetheart, all I did was grab you and pull you up, I didn't do anything else."

Gentle Heart's own face tightened with anxiety, "You mean that wasn't you I was surrounded by?"

For a few tense seconds their embrace got a little stronger, as the unseen presence of something in the shadows began to close in on them.

Paleo Search gripped her around the shoulders, "Gentle Heart, we're closer to Zecora's cottage than the edge of the forest, I'd like you to go there and wait out the night."

"Paleo, I-"

She tried to protest but the familiar sound of wicked giggling wafted through the branches. This time it wasn't just one voice, it was several, and it was coming from all around them.

"We need to get out of here now." Paleo nearly threw Gentle off when he got to his hooves. The laughter got louder by the second, accompanied by the sound of rustling of something, multiple somethings moving through the trees to converge on them.

"Run east! Go!" He hooked his forelegs around her and jumped from their perch, attempting to get her to the ground. He got halfway down when he was caught by something that caused him to loose his grip and drop her the small distance to the ground.

"PALEO!" she screamed in mid-air. Landing on her rump, she watched the last seconds of his panicked face as it disappeared into the leaves.

Now that she was all alone, the chuckling increased into full-blown laughter, the tormenting of the ponies eliciting from them the greatest of joy. As fast as she could she clambered to her hooves and made for the nearest open path, whether it led to the crafty zebra's home or back to Ponyville didn't matter in her fright, she just wanted to get away. Hampered by the limp in her hind leg from the fall however, she couldn't get up to her full speed.

Her horn lighted the way ahead of her like a lantern, but the Everfree seemed to connive to slow her down with stabbing barbs, twisted roots, and walls of vegetation. Gentle Heart chanced a look over her shoulder, and with the slight aid of the moon saw the brush alive with furious motion, the pursuers hot on her tail.

Her foreleg hit an obstacle and she tumbled head over heels, and sprawled into a layer of algae covered muck. She stopped moving where she was, hoping that being so low to the ground would allow them to pass by her. Indeed wherever her eyes darted the brush was still, with not a rustle to be heard.

Gentle Heart took a few exhausted breaths and tried to regain her bearings. When she felt something clutch her back legs, she had only enough time to suck the air into her lungs for a scream as she was dragged backwards and out of the moonlight.

 **PONYVILLE**

The day had been a long one for Wanderlust, and the peace and quite of the restaurant section of the town this time of night was relaxing. He sat outside of the local Café, a glass of a Ponyville attempt at a drink much too fancy to be made here in front of him on the table. The straw sticking out of it a giveaway of its humble origins.

The book Twilight showed him earlier had thrown him for a loop, seeing it brought back a whole cascade of memories of going through old books and manuscripts with his mother. It was from her he got his interest in studying history, and in the moment he remembered her soft voice over his head as she read to him. He looked at his drink and realized just how much he missed her.

 _The sadness on her face when I left home._

Wanderlust leaned his head down to suck another sip of his drink when something in the corner of his vision caught his attention. Sweetie Belle, her two friends, and two little colts hurried along, all five wearing little capes. The sight of the children scampering about brought him out of his melancholy, and roused a smile.

 _There's one connection I haven't wrecked yet._

He considered approaching them, to see what game they were up to, but he thought it best to let them be. Thinking back to a time when he was their age, he remembered how terrible a mischief maker he could be when he was a colt.

The Crusaders stopped or a moment, Applebloom addressed them and raised a hoof before they were off again. Watching them go by however, Wanderlust noticed something else. Skulking behind the corners of buildings and moving from one point of cover to another, a colt appeared to be spying on them.

Nervous in behavior, and making a concerted effort to not be noticed by passersby, the colt was a dull green with grey and charcoal shades in his hair. But it wasn't just the behavior that piqued Wanderlust's attention, there was something about _him_ that was just… off.

Wanderlust got up from his table, used his magic to suck down the rest of his drink, flipped a bit into the glass, and proceeded to out-surveil the youngster.

For the next several minutes he observed the kid watching the CMC intently, always making sure to stay out of sight, always paying close attention to what they were doing. The group approached an apparently empty house, where they piled on one-another to look into the windows. The two boys made motions, trying to explain something, the girls nodded.

This activity seemed to trouble the little stalker, and he started to wring his hooves from his hiding spot, like he was worried what they might discover.

 _Alright,_ Wanderlust decided, _Time to sort this little fella out._

He edged closer to the colts position, relying on stealth tactics he had honed years ago in a far away land. When he was only a few paces away, his nose tickled with a familiar scent. Wanderlust stepped back into cover, momentarily bewildered by the sudden stimulation.

 _Nooo…_ he thought, trying to make sense of it. _It can't be, I haven't felt anything like that since… but if it's true, then that…_

Confusion and curiosity melted away, replaced by a reflexive, instinctive wrath. His whole body tensed and his pupils constricted, memories of torment flooding into his forethought. As Wanderlust craned his head around to see the colt again, his brow lowered into a glare and his mouth curled into a snarl.

When the Crusaders ran off, instead of keeping behind them, the colt started in a different direction, away from the town center and towards the Everfree.

"Hey!" Wanderlust yelled out, leaping from his cover. Stunned, the colt didn't move, as if he were trying to avoid detection.

"I know who you are! And you're gonna tell me what you're doing here!"

The colt's purple eyes widened in terror before he bolted. Wanderlust was after him in a flash, the little one was fast, faster than he should be, but he couldn't lose the older unicorn.

Wanderlust knew he was making a b-line for the trees, and a burst of fiery magic shot ahead to lay a bulwark between them and the forest, cutting a swath across the ground. The colt skidded to a halt and almost rolled into the flames, but he saved himself and managed to skitter in between Wanderlust's legs in the turn. Careful not to crush the smaller pony under his tread, Wanderlust made a split-second decision to throw his momentum through the fire wall.

Back in town, Twilight and her friends were sitting around a table at The Hay Burger. Rainbow Dash had just stuffed her mouth full of her sandwich when the orange glow of fire illuminated the hillside to their west. With her mouth still open, and bits of food tumbling out, she watched the light rise and fall. And she wasn't the only one who noticed, all of them gaped at the sight.

Fluttershy quivered and shrunk in her seat, "What do you think that could be?"

Applejack spat out the twig of hey she'd been using as a toothpick, "We know anypony else who plays with fire?"

The girls were rushing to the site when a terrified colt ran past them in the opposite direction. They paid it little mind until Wanderlust came thundering after him like a hungry predator.

"DON'T LET HIM ESCAPE!" He screamed as he galloped through the parting they made for him. His horn ignited and Wanderlust launched a blast of fire that exploded a few paces in front of the colt, lifting him off his hooves and projecting him backwards.

But before he hit the ground, Wanderlust snatched him in his magic, and thrust him against the wall of a house.

"Tell me why you're here!" He bellowed at the colt.

Catching up to the pair, Twilight and the others were aghast to see the traveler abusing a child. "Wanderlust, stop!" The Alicorn yelled.

"Just a minute Twilight." Wanderlust growled through his teeth, "First I have to get this little creature talking."

The colt whimpered, looking over to the mares with tears in his eyes to plead for help.

"Please help me Princess Twilight!" he whined, "He's hurting me!"

"Don't listen to him!" Wanderlust barked, "He'll say anything!"

"Let him go!" Rainbow Dash collided into Wanderlust's flank and knocked him away. They wrestled on the ground, though it was more Rainbow trying to wrangle a furious bull, until a purple aura engulfed them both and he struggled to move.

The colt got to his hooves, and with a glance in the direction of the mares, used what energy he had left in his body to scurry out of sight.

Wanderlust could only turn his eyes to watch his target "You don't understand! You can't let him get away!"

Rarity recoiled from the anger, Fluttershy and Pinkie stepping to her side instinctively to protect her. Applejack helped Rainbow to stand, who looked like she had gone three rounds with a Chimera.

Twilight approached the frozen but straining Wanderlust, her expression sickened by what he had done right in front of them.

"I can't believe I was so wrong about you Wanderlust! I've never seen anypony do something so reprehensible!"

"Nrrr heeed da gerrr!" Was all he could vocalize without moving his jaws.

"You know what I think he's tryin' ta say Twilight…" Applejack said as she strode up next to the immobile unicorn.

"Goodnight."

In one quick motion she pivoted around, tucked her hind legs to her belly, and drove her hooves into Wanderlust's skull. His head bounced off her buck, and slammed into the side of the building in a ricochet. He was unconscious before he hit the ground.


	10. Chapter 9: Where The Wild Things Are

43

 _ **Misery**_

 _ **You insist that the weight of the world**_

 _ **Should be on my shoulders.**_

 _ **Misery**_

 _ **There's much more to life than what you see**_

 _ **My friend of misery.**_

 _The first thing I remember about my time aboard the Red Talon, was the taste of the salt water on my tongue._

 _I awoke face down on the wooden deck, and I could feel the subtle bob and bounce of the water under the ship. I opened my eyes and watched the thin film of seawater wash over the knots and fibers, droplets fell from the bangs of my mane. There was a cool breeze, the sound of gulls, and the creaking of the hull told me that we were sailing and not docked._

 _"Look what we found skulkin' around the island!" I heard one of them say. The shuffle of hooves sounded around me, and the sun was blotted out as they converged. A few chuckled, a few poked at me. I was too weak from malnutrition, and I was still too groggy from the blow to my head to make any pretense of defending myself from that gaggle of pirates, so I decided not to give them any reason to skewer me._

 _I made slow progress getting to stand, careful not to make any sudden moves, not that I could have been mustered any more than a feeble swing in my sorry state. Like earlier on the beach my strength deserted me, and I slumped back down on the deck with a thump, eliciting a chorus of hearty laughter from the crew._

 _"Look at 'em! Washed out like a dish rag!"_

 _"He's a big fella isn't he?_

 _"I think he'll make a good galley maid!"_

 _"You think cap'm will let us hoist 'im up like a piñata?"_

 _The last suggestion apparently was a riot, earning another round of cheers. Lifting my head, I looked around at my captors, a motley collection of ponies from near and distant lands. Unicorns, Cloudies, Tillers, all of them hardened by lives of seafaring and plundering. I saw the two from the beach staring down at me smirking, the Pegasus taking another swig from the bottle._

" _Had a devil of a time getting' you aboard mate!" The Earth pony said to me, his speech slurred from the drink. His voice was gruff, the kind that meant he spent a lot of time yelling, which meant he was somepony of position. "Almost lost you overboard a few times in the dinghy."_

 _"Why did you take me?" I asked. "What do you want with me?"_

 _"It's our general practice not to maroon castaways, considered wasting resources. Per the Captain's directive of course."_

 _Lucky me, I thought._

 _"As for what's to be done with ya', well that prerogative belongs to the captain of this 'ere vessel."_

 _My temporary sobriety faltered, and a fainting spell threatened to overtake me. Whatever sustenance I got on the island hadn't gone very far, I needed water and something to eat._

 _"Your captain…" I managed to focus my mind enough to say, "Can he get me-"_

 _"Uh!" He cut me off, everyponies attention shifting away from me. "Whatever you were gonna ask, you can ask 'im yerself."_

 _From above us I could hear the flapping of wings, and a shadow passed over the deck, the speed of it and my dizziness prevented me from discerning much detail._

 _"Attention on deck lads! Captain's returned!"_

 _The crowd parted in front of me, and something landed on the boards with a loud thump. Nopony spoke, like they were all waiting for permission to break the silence._

 _The Captain walked towards me from where he landed, boots plodding with every step, and what I remember being a strange clicking sound._

 _Now even then I was a relatively large stallion, just how we were bred. But when the captain grabbed me under my jaw and lifted my face up to his, I was startled by the strength. I found myself nose-to-nose with a curved, scarred beak, and two of the most furious eyes I've ever seen._

 _"What's this dried-out, stinky bilge rat doin' on my ship?!"_

 _I had rarely the chance to see griffin's before in my life. The ones I had typically had short sharp beaks, and demurred colors to blend in with the rocky terrain of their mountainous homeland. The beak in front of me was large, dark, and curved downwards. His feathers were a bright collection of yellow, green, blue and red. His talons dug into my jaw, and they felt like nails._

 _"Found 'im on the island Cap'm. All starved and bedraggled."_

 _"Hmm." Was all the Captain murmured as he scrutinized me. He cocked his head sideways to examine me up and down, making small grunts and barks as he went._

 _"He's a stout Unicorn I'll say that for 'im."_

 _He let go of my face and lat me fall back down._

 _"Here's'ow it is mate,*BRAK!* You got two options: either stay onboard and pull your weight, or you go back in the drink! I'm always lookin' for a strong back, but I ain't got no tolerance for useless eaters!"_

 _Well, what choice did I have? Join up with a band of rogues and criminals, or take a dive._

 _"I've always had an interest in ships." I told him._

 _He smiled, as best he could with that monstrous beak anyways, and gave a slight chuckle._

 _"Good call lad, hate to loose another perfectly good shiphoof to the brine."_

 _My world changed when a bucket of fresh water was dumped on me, and I was helped to stand by a few of my new fellow pirates. The captain stood in front of me, not intimidated in the slightest by the fact that I was a good four hooves taller than him._

 _"My name is Captain Skorn, and this my ship, the Red Talon." He stretched out his wings and gestured to the breadth of his seaborne kingdom. Looking upwards, I saw the icon on his sails, a pair of crimson claws._

 _"We travel the world in search of treasure and plunder, *BRAK* taking what we please and living the lives of the truly free."_

 _I glanced around and saw his crew all proudly nodding in agreement._

 _"But I'll warn you right now greenhorn." Skorn began in a low, threatening tone as he dug his claws into the floorboards and dragged a series of gashes before holding the talons up to my throat._

 _"If you ever try to cheat me, bamboozle me, or betray me in anyway, I'll cut 'yer belly open and string 'yer gizzards across my masts for decoration. Do I make myself clear?"_

 _"Crystal, Captain."_

 _"Good." He said before turning away from me. A scraggily-maned Pegasus handed him a tri-cornered hat with feathered trim and a plume of larger ones sticking out of the top. A small monkey scampered its way though the forest of legs to climb up Skorn's backside and perched on his shoulder._

 _"Since I ain't got the patience to call you something different every time I needs to, be a good lad and tell us all 'yer name."_

 _What should I tell him? I wondered. Who I was on land no longer mattered, there was nothing left for me, not after what happened in Aquileia. I was a nopony, with an old life too painful to want to carry on. This was my chance for a new beginning, to carve out my own fate. I gave my cutie mark a quick glance, deciding if I should tell him my real name, or…_

 _"My name… my name is Sable Star."_

 _"Sable Star eh? Sounds fancy. Oh well, not the first high-born to turn to piracy. First mate! Find him a job."_

 _"Aye, aye Captain!" The Earth pony from before responded as Skorn strolled off, ducking down into the lower deck._

 _I wondered about myself in that moment. Here I was, a thousand or more leagues from a home I could never return to, abandoning my name and my history. It hurt, but what alternative was there? No longer would I be known as the Storm-Crier, no longer was I the Shield of the Aubergine._

 _No longer was I Prince Æclypse._

 **PRESENT DAY CANTERLOT.**

 **DAWN**

With a deep breath, Celestia prepared to relieve her sister and assume her daily duties. Standing in the shadow of the archway, she watched Luna basking in the last slivers of the starlight, and the first few layers of the sunrise just over the horizon awaiting its avatar to summon it.

Luna had spared Celestia another dreamtime visit for information, leaving her to the harassment of her own subconscious. Conflicting visions of Æclypse had stormed through her mind while she slept, and the princess of the dawn had much to think about. There remained a few secrets yet about the whole affair that she kept tight to her breast, so maybe this was all a sign for her to unburden herself.

She lifted a hoof to step forward, but hesitated, letting it dangle inches off the floor.

 _I have seen fate do marvelous things in my time, and I rarely see it coming. Am I about to reveal thousand year-old secrets? Is that what destiny has in store for me?_

"Good morning Luna." She said, strolling onto the balcony.

Luna turned and gave her slight smile. "I believe that is your discretion sister."

Joining her sibling by her side, Celestia gazed out over the east, "I am very sorry that things between us have been so strained lately. I… I had not anticipated having to bring all this up ever again."

"Even we are but threads in the great tapestry of life Celestia, mere caricatures appearing on one panel and gone the next."

Luna glanced over to her side but did not meet Celestia's eyes. "I owe you an apology as well. It was inappropriate to try and seize your memories like that. I was angry, I felt that I deserved a little reprisal."

Celestia knew what she meant by the statement, but it still sent a chill up her spine to think of Luna when she got angry.

"You deserved the truth, which I denied to you in my fear. It wasn't what he would take from Equestria that struck at me the deepest. It was what he would take from me."

Moving to face Luna directly, Celestia swallowed hard. "I was afraid of him taking you away from me."

"Take me away from you?" Luna asked, "What are you talking about?"

"For as long as I can remember, it had always been the two of us, the only ones of our kind. We had never been apart for a day. Of course we had seen may ponies grow, get married, and move away from their foal-hood homes. When you told me about your affair, that's what went through my mind. You would go to Thule and leave me behind."

Luna went over to the wall of the balcony, and putting her forehooves on the ledge, leaned her chest to the surface.

"While I had found somepony to spend time with, for all your adulation from the masses, you were alone. The truth Sister, is that I pitied you."

She laid the left side of her face on her limbs, glancing back to Celestia. "Ponies bowed and scraped to your every whim, but not one of them could see you as somepony who feels as they do. They looked up at you and saw a demigoddess from the heavens, and failed to see somepony who laughs, cries, jokes, gets upset, eats cake.

But despite my chagrin at being the lesser light, I was willing to let you have all the fame and glory. I had a handsome stallion whose teeth sparkled like the stars in the night sky."

"I had you." Celestia said, coming over to lean her own legs on the sill.

"Yes, you did. But we know that's not the same is it? Or must we summon Cadence to explain things?"

Celestia couldn't suppress a chuckle as she jostled Luna in the ribs with a hoof. "I had my share of suitors too, least you forget who had more dance partners at the balls."

"The sun does shine on the meek and great alike." Luna commented.

Celestia wasn't quite sure how to take that, but she shrugged it off. "You're right though, I was lonely. When I first saw that somepony had you smitten, I was a little jealous. You were never as encumbered by the royal life like I was, and you had a freer spirit than I did in our youth."

The sisters gazed at each other for a moment, letting down the weight of their responsibility and history for a few precious moments.

"It drove me up the wall when you refused to tell me who it was!" The pale Alicorn chided before they both began laughing.

"I remember you chasing me around the garden one afternoon," Luna reminisced, "You kept demanding that I tell you who he was, you tried to tickle me into hysterics. But I could see that you were happy for me."

The night stars had faded away, their time to shine having passed.

"Even after I found out it was Æclypse, I wanted to be happy for you Luna." looking to the grounds below, Celestia sighed. "But my fear of being left alone got the better of me, and in the end, that's exactly how I ended-up for a thousand years."

"Sometime sister, you must tell me if anypony dared to capture your heart while I was gone."

There had in fact been somepony Celestia thought, whom romance had paired her with. Who it was would have been scandalizing for her, had he not been from someplace far distant, a reflection of somepony else. But that was her secret, her memory alone to cradle and hold to her core.

"Someday." She said casually.

"May I ask how you plan to handle our apprentice princess? You have had great faith in Twilight Sparkle thus far."

The change in subject was welcome, one Celestia was relieved to talk about.

"I'll answer her questions, tell a few stories. Don't worry, I'll be fair to Æclypse."

"You'll grant her access to the Thule room then?"

"Better." Celestia chimed with optimism. "I'll let her decide what to do with it. Reopen the section, or even move it all somewhere else. She does have an awfully lot of empty rooms in that castle of hers."

A pang of energy gripped both sister's horns, a sign that the changing of the guard had reached the end of its grace period.

"The Moon calls for rest." Luna announced,

"And the Sun calls to rise." Celestia matched.

Side by side both Alicorns floated into the air, eyes closed, horns aglow. Like a giant ceiling mural being rotated, the moon descended into the west as the sun finally climbed above the horizon, its golden rays stretching across the sky to turn it from dark blue to light.

"Another dawn begets the waking life of Equestria." Luna began in poetic voice. "Blossoming in it the vitality and harmony of each of its inhabitants."

"Having rested contently though the tranquility of the night." Celestia finished, "They arise restored and joyous to seek their destinies."

They landed together facing the sunrise, letting the warmth bath over them.

Luna allowed herself a small grin. "Another successful dawn my sister."

"I'll make sure to annotate the tally board." Unknown to all but a few, Celestia maintained a chalkboard in her room, whereon she etched a mark for every morning the two had brought since Luna's return.

"I still want you to show me your argument with Æclypse." The casual tone of Luna's voice dropped, her request serious. She spoke over her shoulder as she turned to leave.

"Since you shared with me your image of him, I suppose it's only fair you see mine. Allow me to deal with the day's affairs, and I promise, I'll show you what happened." Celestia offered a sincere expression, hoping to put the recent anger between them to rest.

"See you then." Luna left her sister on the balcony, the sound of the morning lifting up to be heard in the city.

Celestia took in the vista from her position. Birds chirping, shops starting their work, the bustle of traffic on the streets signaled the start of the daily lives of her subjects, those whom it was her duty to protect and guide.

Thinking back to those fateful days when she was forced to make decisions for Equestria's future that would condemn, curse, and splinter a relative few for the good of the many. Looking down to the city and the lands beyond in the golden light of the morning, she knew that ultimately she had made the right decision. Through Discord, Sombra, Nightmare Moon, Tirek, and a thousand years of lonesomeness, Equestria had endured, Equestria had thrived, and so the lives of thousand of ponies were peaceful and prosperous.

That was the point of it all, she thought as she watched the citizens go about their routines. This was the reason why those burdens be borne, not for her own glory, not for her own comfort, but for theirs. She would give her life for them in a heartbeat if that's what it took, that was the onus of her rule.

"Ahh… Your highness?"

The call of one of the palace guards broke her away from the calm of her meditation.

"Yes?" She asked him with matronly grace. "what is it?"

He was one of the many white stallions that served the palace, a fact she liked to instill in each of them during training, that their highest authority was Equestria, not her or any other royalty. For generations a dozen or so family bloodlines had provided the bulk of the volunteers, breeding many fine and hearty pristine white stallions. She had seen a hundred or more descendants, fathers, sons, and grandsons all kneel before her. It stuck her in the moment that the royal guard had been self-cultivated, a queer consequence of her efforts to keep them free.

"We think somepony broke into the Star Swirl the Bearded wing last night, the lock on the gate appears to have been forced open."

Now this was strange. The Star Swirl wing went largely ignored by visitors, only Twilight and a few other dedicated scholars bothered with the dusty tomes.

"Was anything damaged or stolen?" Celestia

"We're…. still trying to determine that Princess. The head librarian is on her way in, once she conducts her inspection we'll know for sure. As of right now however, nothing appears to be disturbed."

"Hopefully just a false alarm than." Celestia remarked to give him some optimistic confidence. "Let me know if there's any worthwhile development."

"I will your highness."

The stallion bowed before leaving, turning with the sharp, soldierly pivot.

Alone, Celestia wondered what could have happened last night. If somepony had managed to slip past the guards, and remain undetected long enough to access Star Swirl's archives, then maybe the Thule wing wasn't where her worry should be.

"Hmm."

 **PONYVILLE**

 **TWILIGHT'S CASTLE**

"Uhhhh…."

Wanderlust slowly opened his eyes, and saw that he was laying on the floor. He winced as a throb of pain shot through his head, and he grit his teeth to restrain himself from crying out. He felt the puddle of drool that had accumulated under him, and soaked the right side of his muzzle. He wiped the side of his face and made a half-hearted effort to stand.

"Why did I think throttling that kid was a good idea?" He groaned.

Looking around at his surroundings, he tried to disperse the taste of morning breath, and was startled to find the sun beaming low through the window above him. It was intersected by a set of bars, one vertical, the other horizontal, which projected a large cross over the opposite wall.

"Morning? I was out all night? Jeez…"

The ramifications of his colossal blunder fell on him like an avalanche, the complete squandering of the headway he'd made in town.

"Stupid! Careless mistake! I was reckless! I played fast and loose with their goodwill. Now I'm… In some room."

The space he was in was itself a curious thing. There was no door, the walls were a sparkling pinkish/purple, there was no door, and all the surfaces looked as if they had been hewn from solid crystal. _I'm in Twilight's castle!_ He realized.

"A crystal jail cell. I suppose I can knock this one off the bucket list."

Going around the room, which was only big enough for a few strides at the widest, he felt for any indication of an opening or way out. It was now that it occurred to him that his saddle bags were not with him, and that was alarming.

"I've got to warn them, there can't be much time left! HRRAW! If only I hadn't lost my temper."

Making his way around, he failed to find any crack, any crevice, the room was entirely sealed except for the window.

[sigh] "You've reeeeally done it this time, haven't you old boy?"

Elsewhere in the castle, Twilight stared down at the diamond shaped crystal pedestal, on it, she watched Wanderlust search his room. In less than a day she had gone from looking forward to working with him, to imprisoning him in one of her spare rooms.

She had learned much about utilizing the magic of the crystals. Much like the kind that grew underneath Canterlot, she could use these for remote viewing to other parts of the castle, though she had yet to figure out how to get sound through. For now Wanderlust remained silent as he scratched at the walls and yelled for notice. She had sealed the doorway shut after putting him inside, Twilight didn't want him disappearing before she got him to answer for himself.

"I see you in there Wanderlust." She said. "I just don't know what to do with you."

She was sure the way he had abused the colt was a crime of some kind, but formal criminal laws generally wasn't something they had in Ponyville. Ponies here just weren't the type to be violent, besides, Twilight believed firmly in rehabilitation.

"I can't just let you off the hook, but I can't leave you in that room forever either."

Twilight stepped back from the crystal pane, and threw herself stop her bed. On her back, she stared up at the ceiling, going over in her head what the logically right thing to do was. Eventually however, the conclusion that she had no precedent for this refused to be ignored. She needed help.

Trotting over to her work desk, she laid out a page of parchment, and dabbed her quill in the inkwell. Scrunching her mouth to the side, she thought hard about what exactly she would ask.

 _Dear Princess Celestia,_

 _I write to you today not because of a lesson I have learned, but rather one I'm struggling to understand._

Twilight glanced over to the crystal panel, Wanderlust was banging on the wall, yelling something. She tapped the point of her feather on the side of the page, biting her lip.

 _There's a new pony in town, his name is Wanderlust. At first he was the most interesting pony to come through since Cheese Sandwhich. He even knows about Thule, and agreed to help me with my research material. He's done nothing but good for everypony he meets._

The image of Wanderlust holding that little colt against the wall last night played over again in her mind. The look in his eyes of rage, the snarl in his voice, like he was dealing with a monster instead of a child.

 _But he did something last night, something reprehensible that can't be excused. It was inexplicable, totally contradicting his previous actions._

The contrast in his demeanor earlier in the day and at night had stunned her, and even as she lay his unconscious body in the room, she just couldn't wrap her mind around such violence, such hatred from a pony.

 _I write to ask you Princess Celestia, for whatever guidance you can give me to understand how a good pony can do a terrible thing. Does he think he's doing something right? Are we the ones in the wrong? I plan to talk to him, but I don't know if I'll trust anything he says._

She wanted to continue, but Twilight's mind went blank on her for a second, and she found herself hovering the quill just above the paper as she tried to formulate her next thoughts. But try as she might, the next sentence just wouldn't come.

"Twilight! Twilight!" Wanderlust yelled in his confinement. Aside from the window, there was positively no other access to the chamber. Frustrated at not being able to reach the outside, he sat on his rump and punched the floor with a hoof.

"That must be the reason behind the Everfree animals coming closer to civilization. They're being pushed out by a more dominant specie. But I'll never get them to believe me now, and I'll certainly not get them the evidence they need sitting in solitary. I've got to break out of here. I've got to get my bags back before anypony looks inside."

Leaning back from her desk, Twilight finally gave up trying to force her letter into completion.

"I'll just have to finish it later."

She got off her stool and on her way towards the doorway, she caught sight of the weather-worn saddle bags sitting in the corner. She remembered how startling heavy they had been when she took them. Even her own bags when packed with books were hardly as heavy, and despite the weight, nothing inside made a sound.

Twilight hadn't given them much thought last night, but now with some time to kill and the chance to learn something about Wanderlust he may have wanted to withhold, she was tempted to see what they held.

Regarding them carefully, like she was approaching a potential danger, she pulled one of them towards her, and it scraped across the floor. It looked innocuous, just an old beat-up set that he probably still carried out of sentiment.

Her magical aura undid the belt clasp slowly, not knowing what might pop out. Twilight considered letting it be, but by now curiosity had full control of her motions. Gripping the cover flap, she began to open the bag.

"Twilight Dear?"

Surprised, Twilight looked up to see Rarity sheepishly poking her head in through the doorway. Shaking off the trance she greeted her friend, resecuring the bag and setting it aside.

"Oh, hi Rarity, what's up?"

Rarity looked nervous, and she averted her gaze away from her friend as she entered.

"Well… I just feel so guilty after last night."

"Don't feel that way Rarity, you couldn't have known he was going to-"

"That's not what I mean Twilight, I'm trying to say that I should have been a better advocate yesterday."

Twilight was visibly confused, "Wait, do you think we should have been easier on him last night?"

Rarity fidgeted for an answer, "I'm saying I shouldn't have been so jealous of Trixie, and said something in his defense before Applejack went all 'buck-wild' on his head."

"You were there with the rest of us, you saw what he was doing." Twilight protested. "He hurt that little colt."

"A colt I don't recall seeing in town before two weeks ago." Rarity said with a sharp intelligence in her eyes.

The Princess of Friendship was caught off guard by the observation, and realized that Rarity had a certain point. As a matter of fact, she didn't even remember seeing that colt before last night herself. She paused to process what implications could be logically drawn, and things only got stranger. Looking over to her desk where her unfinished letter sat, and she made the decision that it could wait.

"Hear me out." Rarity asked.

 **OVER PONYVILLE**

Laying on a small cloud trying to enjoy her afternoon nap, Rainbow Dash huffed with irritation. Tossing and turning on her aerial bedding, she couldn't remember a time when she hated being right so much. Wanderlust had been the talk of the town the past two days, and the fact that he had totally shouldered her out of the local lime-light was the least of the things she had against him.

He was shifty, he withheld information about himself, he conned his way into Rarity's house, he has some cockamamie plan to open a school, and then he beats up a kid. She had every reason, personal and objective to dislike him, so why did it bug her so much she wondered?

Fluttershy, Applejack, and Pinkie Pie had no problem getting on with their day. But loyalty was a resentful animal, and would not tolerate threats to her friends. There was just something about him, swimming just beneath the surface that Rainbow couldn't put her wing-tip on. One thing she couldn't figure out, was that if he really was such a despicable fraud, why would he expose himself so blatantly? Didn't he know committing a crime in the presence of a Princess would get him locked-up?

"And on top of it all he ruined a perfectly good napping afternoon!" She grumbled.

Rainbow Dash rose up to stretch her stomach, and when she plopped back down, she looked down over the edge of the cloud and came face-to-face with the offset eyes of Derpy.

"BAH! Derpy! You scared m-, I mean…. I wasn't expecting you there."

Clinging to the underside of Rainbow's cloud, Derpy was as cheerful as usual.

"Sorry about that Rainbow Dash, I didn't want to disturb your brooding. I was just going to ask if you've seen Wanderlust anywhere?"

"Uhhh! There he is again! I'm sick of hearing about Wanderlust! What did he do to you?"

"Do to me?" Derpy walked over the edge of the cloud to sit beside Rainbow. "He helped me."

"Helped you with what?" Rainbow asked skeptically.

"I got caught in the rain the other night, and some little colts made me drop my muffins. They did it on purpose. But he came along and made me feel better. He didn't know me at all, but he saw that I was sad, and sat in the rain with me. He said that whenever I'm sad, Told me I was pretty." Derpy said with a blush and a small giggle.

"So he flashed a grin and told you how cute you are. Sounds exactly like how he sweet-talked Rarity."

Derpy's brow crouched down, "Oh no, not like that Rainbow Dash. He wanted me to remember to… um… wanted me to…" she tapped the side of her head to jog the memory. "Oh! Yeah, he wanted me to remember that even when things get bad, there's always good stuff to keep you going. Like 'cause I was sad, I shouldn't forget what a happy pony I am.

At lease I think that's what he meant."

Rainbow grumbled. She wanted to hate Wanderlust, she wanted to be able to point to him and say 'bad guy', like they had been able to do with others before. But he was such a mixed-bag she just couldn't fit him into one of her neat little boxes. Nuance wasn't exactly one of her strong suits.

"I saw Wanderlust last night when he was getting kicked in the head." Dash said before flying off.

Derpy put a hoof to her chest "Oh my."

 _...  
After a week on the Red Talon, I was beginning to get my sea legs under me. _

_Before I washed-up on that island I had spent a few days fleeing from a nightmare, chasing after a fantasy of a hope. Now, I was trying to leave behind my whole life to become vandal. Under the penalty of Celestia's dictate I was exiled from my home, forced to abandon my family, my tribe, my heritage, my legacy, and my honor. All that remained to me now was my willpower._

 _My initial few days on the Talon were a learning process. The first mate, the earth pony named Salty Veins, took me under his wing. Ship protocol was both strictly enforced and ignored, depending on the situation, but always with the captain. The rigging was a science, and was difficult comprehend how the intricate system worked. But I've always been a fast learner, and took every opportunity to get my hooves into the work. If my father could see me now._

 _On the third day, a few of us had been below deck having some lunch when they put the first test at me. I was sitting alone, when one of the group of three, a Pegasus who I would come to know as Grey Skies came up to me and ordered me to give him my apple. Knowing that I had to nip any pretense of weakness in the bud around these cutthroats, I stood up to him, and for a few tense seconds everypony was quiet. He shoved me, so I lifted him in my magic and slammed him against the wall._

 _His friends were shocked, and while Grey Skies recovered they burst into the most raucous laughter I would ever see on that ship. I made three new friends that day._

 _My work ethic combined with my physical presence quickly earned most of the crew's respect. Salty Veins especially took a liking to me, and often told me stories about life at sea, be they ships they plundered, beautiful foreign lands they visited, and even strange phenomena none of them ever understood. I found myself liking the tales of the last most of all, I guess it spoke to the dreamer in me._

 _Captain Skorn was at times gregarious, and other times a violent lunatic. I once saw him rescue a family of sea-ponies from a drifting net that had ensnared them, then the very next day we boarded a ship and one by one he took the hapless crew into the sky and dropped them in the ocean for laughs._

 _His little pet, the monkey Te-Ki was as vile a little demon as I ever encountered, and it took a great pleasure tormenting me. He would steel my food, rip my clothes, and conspire to get me in fights with the other crew members. It once took three others to pull me away from a brawl which I later found out Te-Ki had instigated._

 _But life on the Red Talon was mostly just waiting out the days. We'd make port every now and then for trade and restocking, and I'd enjoy exploring the local culture. After a while I had my own memories of mesmerizing lands and sights, meeting folk I never hear of existing, and learning exotic magic spells. I had met many a fair mare in my travels too, leaving more than a few of them pining for my return. But despite then many times I was intimate with some beautiful mare, it never equaled the feeling I had when I was with Luna._

 _By the gods I missed her, and often thought of trying to reach out to her through the dreamscape. But that would only reopen the wounds I was trying to escape from. Besides, after Luna only one mare had managed to crack the shell around my heart, and she was gone now._

 _There was a pivotal moment about a week and a half after I joined Skorn's crew, one that shaped the rest of my relationship with him._

 **CUTIE MARK CRUSADERS CLUBHOUSE**

"Alright everypony, looks like we got a genuine mystery on our hooves."

Applebloom poised herself on the podium, the four members of the growing club seated before her.

"Not just Button Mash and his mom, but several other pony's houses have been mysteriously abandoned, with letters saying they were on vacation."

"Yeah!" Scootaloo chimed, "And all on the edge of town too!"

"Near the Everfree…" A worried Sweetie Belle shuddered.

After their investigation last night, only one thing connected the missing ponies: the fact that they all close to the foreboding forest.

Rumble adjusted his cape to allow his wings to stretch, "It's not just the empty houses either. I don't know about you, but I noticed a lot ponies acting weird last night."

Indeed, in the course of interviewing neighbors and potential witnesses, they had gotten some uncomfortable reactions. Some gave non answers, some quickly found reasons to get away, others even got a nasty attitude.

Shady Daze stamped his hoof where he sat, "Something funny is going on in this town! And I don't like it one bit!"

They all nodded in agreement. "Do you think we should tell our sisters and Princess Twilight?" Applebloom said.

"Kinda would be the smart thing to do…. but we don't have any actual proof of something wrong do we?" The doubt in Sweetie Belle's voice brought them back down to Earth. For all their gut feelings, they still lacked any solid proof of a crime.

Applebloom put a hoof to her jaw in consideration, "Maybe we should hold off on telling them for now, at least until we have some evidence."

"I think we should tell 'em, just to be safe." Rumble suggested as he took a step into the center of the group. "This definitely sounds like something we should tell them."

"I have an idea!" Scootaloo jumped next to Rumble, excitement shining in her eyes.

"Rumble and Applebloom can go tell her sister, while me, Shady, and Sweetie Belle go look for some evidence near the Everfree!"

"No!" came a cry from the doorway, followed by a crash and a yelp. The caped five, surprised, turned to see an earth colt laying sprawled on the porch, half hidden by the wall he'd been eavesdropping from. He had a dull green coat and charcoal hair.

For a few seconds both parties simply stared at one another.

"Hey…" Sweetie Belle said, peeking out from behind the others, "I know you from school, you're the one who keeps looking over at us."

"What are you doing snooping on us? Who are you?" Shady Daze demanded.

The colt slowly stood, regarding the rest like a cat about to pounce. His little body trembled with fear, his pupils contracted, and he licked his lips before speaking.

"It doesn't matter who I am. B-but, you need to stay away from the Everfree. Don't go near there."

"Stay away from the forest? What are you talking about?" Applebloom asked, not so much suspicious of him, but concerned, because he had been getting more nervous the longer he stayed.

"I've already said too much." He said glancing to and fro. "But I don't want to see you guys get hurt. So I'm telling ya, stay away! Please!"

He began to back away, but the Crusaders edged closer.

"Wait!" Sweetie Belle called out, "Why is the Everfree so dangerous? Why won't you tell us?"

His daring at its end, the colt dashed away from the club house, tripping on his way down the ramp, and scampering off.

"Come back!" Rumble yelled as he used his wings to glide down to the ground, ahead of the rest as they fell in pursuit.

The colt tired to evade the Crusaders by heading into Market Row, dodging and weaving through the crowd. Scootaloo and Rumble were the closest on his heels, being able to leap and glide short distances and over obstacles.

Between legs, under carts, over wheels, and around corners, the colt tried to escape, but every time he though he'd shaken the Pegasus, the earth ponies Applebloom and Shady Daze would appear, their natural strength pushing them on.

He had one last trick, but it was risky.

Scootaloo and Shady were only a few paces behind him, where he took a sudden sharp turn into Sugercube Corner. Several ponies were waiting in line, Pinkie at the counter serving them. He jumped on the counter just as Shady and Scoots banked into the room, and he leapt off onto a large bowl of small, button-sized candies.

"Hey!" Pinkie cried out.

Hitting the lip of the bowl, he sent the hard-coated confections flying into the air, forcing them all to shield their faces.

By the time they could look again, the colt was gone.

"Did you guys see which way he went?" Rumble asked the rest of the Crusaders when they caught up. But they all shook their heads.

A few minutes later, and they were all strolling through the town square, keeping a watchful eye out for the colt.

"I've noticed him in class a few times." Sweetie Belle explained, "But don't think I ever caught his name."

"I think it's Leafy Green? or something to do with plants." Trying to think, Shady looked upwards.

"Whoever he is, we gotta find him." The youngest Apple decided, "He knows what's going on in the Everfree, what's causin' all the weird stuff."

"Speaking of weird!" Pointing a hoof down the street, Scootaloo stared open mouth at who was coming towards them.

"Button!" Both Rumble and Shady shouted as they galloped towards their friend, amazed to see him alive and well.

"Hey guys." The formerly missing Button Mash said as he was flanked. "What ah… What are you up to?"

"What have we been up to?" Shady shook his head in astonishment, "We've been looking for you!"

Rumble put a hoof on Button's cheek, testing to see if it was real flesh. "We thought you and your mom went missing!"

"Didn't you see the note we left? We were on a short vacation."

"So you're back now?" Applebloom asked, the three fillies coming to see him for themselves. "Nuthin' bad or weird happened to you?"

"No really. It was actually great, That's why I was looking for you guys, my mom bought me an awesome new game that I wanna show you."

"New game huh?" Scootaloo, gave her friend a wary glance, "Alright, cool, lets see it."

"Come on." Button said with a wave, "It's at home."

A short walk later, Button Mash's cottage was in sight, him at the head of the troop, Rumble and Shady behind, the fillies in the back. Rumble gave a small look over his shoulder at Sweetie Belle, and he scrunched his face as a thought occurred to him. Giving Shady a subtle elbow, he whispered from the side of his mouth.

"Hey Shady, you noticing anything weird?"

"I don't think so, why?" Shady's voice equally hushed.

"Think about it, we're going over Button's house. Us and three girls. And one of 'ems Sweetie Belle."

It dawned on Shady that he had a point. Their friend Button was uncomfortable around girls on a good day, and he was positively terrified of the direct attention of his crush. But here he was, leading them all along like nothing was out of the ordinary.

"hey… you're right. he should be panicking right now. Something is up."

Coming up to the house, they were greeted by Button's mom, who opened the door for them as they arrived.

"Come on in my little ponies, Button told me he was inviting some friends over."

Button Mash turned and gave them all a wide grin before leading them in. One by one they entered, Shady and Rumble trading nervous glances as they passed over the threshold. Sweetie Belle looked up to the older mare as she walked by her.

"Thank you for having us." She said politely, remembering one of the etiquette lessons her sister had managed to get through.

"A pleasure dear." Button's mom said with a warm smile. Once all had gone inside, she closed the door, checking to see of anypony else had witnessed the children come in. Seeing that none were around, she cracked a sly grin.

 _...  
One night the Red Talon was caught in a beastly storm. Waves as high as the mountain peaks of my homeland carried the ship into the sky before we plummeted down the other side at a terrifying degree. For hours we couldn't tell if it was day or night, the clouds obscuring the sun or moon totally. The wind and rain at times felt like they would tear us apart, and I thought Perun, the storm god of Thule had chased me down to punish me. _

_We were huddled below deck, just trying to wait out the worst of it, when we heard several lines snapping. The ship pitched violently, and we knew the sails had been turned aside._

 _Putting aside my fear and better judgment, I raced above deck into the storm. Salty Veins clung onto me to try and prevent me from going, yelling that it was madness, but I shook him loose. Once in the open, I was assaulted by rain coming at me as hard as hail, but I had survived perilous weather before._

 _Hugging my body to the main mast, I used my magic to right the sail, and reattach several lines. There remained a few however, higher up, that I just couldn't get a hold on. With my heart in my throat I shimmied up the trunk, until I was about halfway to the top._

 _I was finally able to get a magical hold of the lines as they whipped in the gale, tying one end to another for a hasty fix. Underneath me I felt the ship level out, just in time for a wave to lift us up and leave me feeling weightless for a few seconds._

 _"I was waiting to see which one of you guppies would have the guts to come out 'ere!"_

 _I turned my head, and was utterly flabbergasted to see Captain Skorn perched on the topsail yard, smirking at me. His bright plumage was shadowed by the storm, but a bolt of lightning stabbing across the heavens illuminated him, setting his colors at odds with the environment. What remained however was the glint in his eyes, shining with both keen intellect and untamed madness._

 _"Captain!" I called out to him, the rain pelting me in face and threatening to peel me from my grip. "What in Hel are you doing out here?!"_

 _He gave me a hearty, almost manic laugh,_

 _"I cut a few lines to see how long it would take one of you riff-raff crew to get 'yer shivering' flank out here to fix it! And low and behold! Only the greenhorn Sable Star what's got the mettle to do it!"_

 _He had severed the lines on purpose! Some insane crew drill in the middle of a storm that all but promised to obliterate us!_

 _"YOU CUT THE LINES ON PURPOSE! YOU'RE INSANE!"_

 _He leaped over towards me, where he could lean down from the beam to put his beak in my face._

 _"And don't you bloody forget it lad!"_

 **TWILIGHT'S CASTLE**

Rarity and Twilight sat on the Princess' s bed, cups of tea steaming beside them. A silence hung in the air, both wearing the faces of heavy consciences.

"I see what you're saying Rarity, but I cannot let this go unpunished. Then there's the issue of trust, how do we ever put faith in him again?"

Rarity dipped her head to acknowledge the point, "I know he must be chastised somehow, but if we can give Discord a second chance, why not Wanderlust?"

"Well, we did have the Elements of Harmony to keep Discord in check." Twilight said. "But… he did turn out to do the right thing… in the end eventually."

"Whatever reason he did what he did to that colt, there must be an explanation. I understand we haven't known him for long, but does he strike you as somepony who doesn't know what he's doing? That he would do that in front of us without good cause?"

"But what explanation could there be?" Twilight lamented, "What possible justification could he have for harming a-"

"Creature." Rarity cut in, a new thought forming in her mind. "When he had the colt up against the wall, he didn't call it a boy, he didn't call it a child. He called it a _creature_."

The notion spread into Twilight's mind like a virus, a clue of surprising insinuation that they had all missed last night. "Why would Wanderlust call him a creature?" she spoke almost in a whisper. Her head jolted to face Rarity, "We need to talk to him now."

But the conversation would have to wait.

An explosion rocked the castle, and Rarity squealed in fright. The tremor shook the room, both mares clinging to one another out of shock.

"What was that!" Twilight yelled. She jumped off the bed and quickly went over to the observation panel and gasped. The view of Wanderlust's cell was obscured by dust for a few seconds, until it revealed he was gone. Where the window had been was replaced by a jagged opening with burn marks at the edges.

"He broke out!"

Rarity ran over to the door, pausing to speak over her shoulder. "He doesn't think we'll trust him Twilight! We have to catch him!"

In a series of flashes, Twilight teleported next to Rarity, then took them both to the outside of the castle. They circled the grounds for any sign of which direction he had gone, but found nothing. Twilight and Rarity shared

"Where do you think he went?"

 _...  
After the storm had passed, or we had passed through it, the crew was on deck to inspect for anymore damage and to clean-up all the water. I was coiling a rope when Skorn passed by me, sparing a casual glance. _

_"That was some fine work up there lad." He said to me, "A rare sight to see a pirate so selfless."_

 _"I'm still learning captain." was my quick reply._

 _He strode over to the bow, where he gazed out over the vast dark see. The sky, now freed of the clouds, was alive with the stars and the lights of the cosmos. I didn't recognize any of the constellations, being so far from the Crystal Mountains, but it was still a familiar sight to me._

 _I looked up to the moon, where to my puzzlement, there was now the shade of a unicorn across its surface. Was it some kind of message from Luna? I wondered, was she trying to call me back?_

 _Skorn caught me staring, and called out to me. "Spend a lot of time with the night sky do ya?" he asked._

 _"Aye sir, they were always a source of comfort for me. A lot of nights I wish I could live again."_

 _"Them's up there the work of that Alicorn, Luna. Mistress of the night and all that. Always wondered if she could look down from them blinking lights to see us all floatin' around down 'ere."_

 _I knew perfectly well she couldn't do that, but she could come into our dreams. During my times with her I had actually learned how she surfed the astral plane to visit me, and though I couldn't duplicate the ability, I could block it from entering. I knew she had tried to find me after my exile from Thule, despite it being treasonous to do so. But I couldn't see her again, in life or in dream, knowing that we could never really be together. So I shut her out._

 _"Who knows." I said. "Those Alicorn sisters have all kinds of strange powers."_

 _"Uh, that they do lad, that they do. But you gotta think, if she could, then she'd know a whole lot of secrets. She could spy on you like a thief in the night and you'd never even know it. *BRAK!*"_

 _That gave me cause to wonder just what kind of secrets he was hiding._

 _"Reminds me of my poor late brother Gallic. We used to sail this ship, and marvel at the stars at night. I'll never forget his last words."_

 _I approached to stand just behind him, "What were his last words?"_

 _He raised a talon and cleared his throat, "BRAK! OH GAWD SKORN! WHY, WHY?! GAWWHWHH! He trailed off a bit after that, lot of throaty noises, couldn't make it out."_

 _To say I was unnerved at that point was putting it lightly._

 _"A point about secrets comes to mind Sable Star, being that I know that ain't 'yer real name."_

 _I betrayed a hint of nervousness when I reflexively looked to see if any of the other crew could hear the conversation._

 _"Ha-ha! *BRAK!*" he laughed, using the tuft of feathers on his tail to tickle my nose._

 _"Don't get 'yer tail in a twist lad, ain't a soul on this ship what cares what your given name is, who you used to be, or what you did on land. Out here, out on the open sea, you make your own story and decide what your legacy is."_

 _Skorn turned to me and put a wing tip on my shoulder. "Whatever pains or joys you left behind, they're not who you are anymore."_

 _The Captain pushed past me a jumped onto a railing to address the crew._

 _"Come on Lads! don't look so bloody sour! Sing! Sing, you brigands!"_

 _As was often the case, I couldn't wallow in my melancholy for long. Skorn himself then led us in a shanty._

 _"Come all ye young sailors and listen to me,_

 _I'll sing you a song of the fish in the sea!_

 _And it's windy weather boys, stormy weather boys,_

 _when the wind blows, we're all together boys._

 _Blow ye winds westerly, blow ye winds blow,_

 _A jolly southwester, boys, steady she goes!"_

 _Salty Veins was next to lead the verse,_

 _"Up jump the eel with his slippery tail,_

 _Saying 'damn your eyes Captain, it's time to make sail!"_

 _Now that the whole crew had been roused to melody, they all joined in for the chorus, filling the ship with the deep, gruff harmony only a collection of stallions can create._

 _"And it's windy weather boys, stormy weather boys,_

 _When the wind blows, we're all together boys,_

 _Blow ye winds westerly, blow ye winds blow,_

 _A jolly southwester boys, steady she goes!"_

 _Grey Skies leapt into the center of us all,_

 _"Up jump the halibut, lies flat on his back!"_

 _He flopped onto his back to play out his lyrics._

 _"He says, 'Mister Captain, don't step on me neck!"_

 _"And it's windy weather boys, stormy weather boys,_

 _When the wind blows, we're all together boys,_

 _Blow ye winds westerly, blow ye winds blow,_

 _A jolly nor'wester boys, steady she goes!"_

 _As I watched them all enjoying themselves, Captain Skorn looking on and singing in the refrain, I ruminated on what he had said to me._

 _He was wrong, I thought. No matter where I go, no matter what I call myself, my past is as much a part of me as my flesh and blood. I can no more leave it behind than I can leave my soul. Celestia can exile me from my home, but she can't take my soul away._

 _"Up jumps the crab with his six crooked legs,_

 _'if you want to play cribbage boys, I've got the pegs!"_

 _The crew stopped to jeer a scrawny unicorn for his choice._

" _A crab ain't a fish, you moron!" I heard Salty Veins yell._

 _So my life as Sable Star was born on salt and wind. My life as Æclypse was obsolete, the pain of those lost to me a burden I longer had to bear. But in their place I gained a new identity on the Red Talon, a freedom rarely encountered by the well-kept pony folk of Equestria._

 _As I would learn however, some parts of your life you can't just toss overboard, can't just ignore, or gloss over. Whatever name others would call me, I would always know who I really was._

 _I would always be The Unforgiven._

...  
"Trixie! That's what happened to Trixie!"

Sprinting along a slim path, Wanderlust knew he was heading into danger. It wasn't the first time he had done so, and knowing his luck, it would be far from the last. But fear and peril could not prevent him from doing what needed to be done. He had come to Ponyville to see for himself that the guardians of Equestria were up to the task, and if he could do anything to help them fulfill that role, he would do that too.

 _If they've hurt Trixie I'll never live it down!_ He thought.

Such was his desperation, that he'd blasted his way out of his cell, knowing the dagger that was slowly moving it's edge towards Ponyville's throat.

And such was his plan, that it would invite any sane pony to declare him mad. Wanderlust wasn't just running into a dangerous place for a good reason, he was heading for the danger itself.

"Here I am!" He yelled out loud. "Come and get me!"

The trail ended in a clearing, thick with the pale grass, tall plants topped with fuzzy orbs up to his withers. His saddle bags, which would have been incredibly useful for what he intended to do, remained back at the castle. Better sense would dictate that he take with him more than just his gumption, time however was not on his side. Besides, his plan would work either way. Either Twilight and the others would come after him and see for themselves, or he would drag back proof to show them. What happened to him was of marginal importance, what mattered was getting the Element Bearers to act.

"I don't have all night!"

No response from the shadows. Wanderlust grit his teeth, and stamped his forelegs.

"Get out here you cowards! What are you waiting for?!"

Still nothing, not a rustle, not a sound.

Exhaling through his nostrils, Wanderlust pursed his lips in resignation.

"Alright… I know what they'll come for."

He closed his eyes and let out a long slow breath, concentrating on his thoughts. For almost a minute he stood in the center of the glen, letting the breeze knock the tips of the plants against his body. His face twitched and his lip curled, wincing under some invisible source of pain.

Wanderlust took a breath but it choked on the way in. The crevice of the eyelids began to water, a single tear streaming down the side of his face before dropping onto a wavering blade of grass.

Off to his right, a bush moved. His ears and eyes swiveled towards the disturbance.

 _You can't resist the bait can you?_

Then came the snickering. It started low, emanating from the direction of the bush, then it spread out until it surrounded him. He could feel their eyes on him, watching, waiting for the chance to pounce. Wanderlust circled in place to try and gauge just how outnumbered he was.

"Ok…. I can do this…"

He took a stance, rooting himself to the ground. "Don't keep me waiting! I ain't going anywhere!"

The shadows around him came alive. Like somepony had flipped a switch, dozens of eyes appeared in the brush around him. Bright sky blue, he could tell they were huddled shoulder-to-shoulder together.

"Come on." He said to himself, "I'm ready."

One by one, they stepped into the moonlight, their large luminescent eyes gleaming. The rest of their bodies remained largely unseen other than where the light bounced off the chitin.

There had to be almost thirty of them.

Marauders

Liars

Parasites

Changelings.

Wanderlust could tell by their subtle movements that they were going to attack.

He would not go peacefully.

His eyes narrowed and the Changelings launched themselves at him. Some buzzed over the short distance, others galloped, all of them snarling with fangs bared. Wanderlust's horn ignited and sent a torrent of fire into the closest grouping, scattering them in a brilliant pyrotechnic explosion. This gave the creatures momentary pause, but confidence in their numbers and lust to feed overcame their caution.

Two of them made leaps for Wanderlust's back, but were met with a left hind-leg buck that swept across their muzzles and sent them spiraling away. A Changeling tackled him around the belly from above and tried to pry him off the ground. Dropping his weight towards his chest, Wanderlust was able to mostly slide out of the hold, and drive his fore-hooves into its jaw.

It had been a long time since Wanderlust had been in such a ferocious battle, and as he hit the ground after being dropped, a small part of him reveled in the frenzy of combat.

Three more seized upon him as he came down on his back, clumsily trying to pull him in different directions. But he was able to yank one that was clutching to his foreleg across his chest and into another, knocking them both off. The last he buried his other hind-hoof into its nose. Before he could recover to stand, a cluster of plasmatic green blasts impacted him and the ground around, throwing him into the air from the force of the detonation.

Wanderlust hit the ground with a grunt, the air punched out of his lungs. He caught a Changeling diving for him in his magical grasp and tossed it away, but another wrapped its limbs around his head, wrestling him to keep him to the ground. A pair of perforated hooves landed in his belly, and Wanderlust would have cried out had he the breath to do so.

The Changeling above him raised up to deliver another blow, but when it came down, Wanderlust met them with his own hooves and pushed them away. The dark parasite rotated forward where a set of thick hooves were coiled and slammed into its face.

Rolling onto his feet, Wanderlust somersaulted forward and drove the Changeling clinging to his neck into the ground. He wanted to rest a moment to catch his breath, but his adversaries were not so considerate. Two of them grabbed his hind legs and buzzing a pony's height above the ground, dragged him along to lob him into a thick tree trunk.

"Grahh!" He yelped, feeling his body bruise from the impact. They came up to pin him against the bark, but a plate of white magic shot out from his horn to drive them away. He slid back down the trunk and steadied himself on his hooves, preparing for another assault.

 _Twilight's teleportation spell would be really handy right now!_ He yelled internally.

Sucking a gulp of air into his chest, Wanderlust strained to launch a fire stream at the oncoming creatures. The spell was a taxing one, and he had to use it sparingly and effectively, otherwise he'd be too magically exhausted to fight long enough to make it out of this. The beam was countered by an alliance of green magic that collided into it, where both sides were engulfed in a violent reaction.

Forced to shield his eyes from the magical embers and burning plant matter thrown out by the blast, he was too late to counter a flying headbutt that resulted in Wanderlust and the Changeling tumbling through the grass. He rose with an uppercut that lifted the drone off its hooves, and used his horn to parry an oncoming lunge from the black spike of another. Reaching a limb under it's belly, Wanderlust lifted the changeling on his shoulder and brought it down on the head of a new assailant.

He was maybe halfway through what his original count was for their strength, but he could have missed a few in the darkness, or more were simply entering the fight. As he fought, countered, landed blows, and received blows, the gauntlet never seemed to end. A blast here and a right cross here kept them from overwhelming him, but there was always more coming, another set of glowing eyes.

A shot of their plasmatic magic struck him in the flank and knocked his hind legs out from under him. A drone pounced on him, but he managed to throw it into the path of the next green blast. Wanderlust painfully rolled to stand, but immediately had to leap aside to avoid two who tried to tackle him. He was tracking their turn-around when he tripped over the body of one he'd felled earlier. Falling on his side, he saw the stars above him blotted out by several Changeling converging on him.

Punches, bites, and points prods were his companions in the darkness, the blank glowing eyes of the Changelings staring down at him.

"AAAAHHHHH!"

With one great feral scream, Wanderlust set off a Omni-directional blast of concussive force that blew them all away.

Breathing heavily, he staggered to his hooves. "Is that that best you can do?!" He call out to them defiantly.

One Changeling, slightly larger than the others and decked in dark blue armor, stepped casually from among the crowd. From behind him, another three-dozen or so drones coming out of the shadowed bush to flanks him on either side. The armored Changeling did not speak, but simply smiled a fiendish fanged smile, as if to say " _is this better?"_

"I had to ask." Wanderlust said with resignation.

"Take him down." The commanding Changeling ordered in a flat, emotionless voice that nonetheless thrummed with their unique vocal chords.

" _Alright_ ," Wanderlust thought to himself, " _The drones follow their command structure religiously. If I take out that smug vermin, there's a good chance the rest of 'em will break ranks. I just have to get to him."_

As the Changeling reinforcements charged forward, Wanderlust steadily got up to a gallop to meet them head-on. Though his body was weary and bruised, it was the fuel of his memories that pushed him on. He remembered the last time he had seen Changelings, laughing at him, siphoning off of his love. For years he had endured their imprisonment, trapped helplessly in the pod, forced to watch as the city and every pony in it was enslaved.

But even all that was not the most potent, most enraging thought pushing his legs. It wasn't what they had done to him that instilled within Wanderlust an eternal hatred for their race, it was what they had done to his family.

The tears coming to his eyes made him a beacon to the Changelings, but the war cry that preceded their collision made him a terror.

A final mustering of his fire spell tore into the drone ranks, and cut a path for him to plunge through towards the commander. When a drone would try to seize him, he would deflect them with a shoulder-check or magical toss. Several of them formed a line in front of their commander, and fired a volley of their green magical fire. Scooping up a length of earth, Wanderlust used it to shield himself from the attack.

The dirt crumbled away under the blasts, but it had done it's work, and Wanderlust was not but two seconds away from the leader. Only the final defensive line separated them.

The Changelings crammed together, and Wanderlust crashed into them with all his momentum. He could have used his magic to clear them, but he would need all his power to deliver the decisive blow.

Despite the weight of their collective bodies, when Wanderlust slammed into them, the Changelings' inertia buckled. With fangs biting into his neck and the limbs of his adversaries closing around him, the dark unicorn struck his head through their blockade, his horn alight for one last effort.

But before Wanderlust could fire the shot, his eyes shot open in shock. Standing before him was not the sneering Changeling commander, but Trixie, bound-up and terrified.

"Wait!" She screamed, flinching away from his wrath.

Wanderlust's hesitation was his undoing, for in the next instant, a mighty blast of green magic from Trixie's horn hit him in the face point-blank.

The drone soldiers collapsed under Wanderlust, who lay unconscious. Trixie stared down at him with passive interest. Her body was immolated in green flame, and the true form of the armored commander was revealed.

"Quite a catch you were. I don't recall a quarry ever being so… capable."

His eyes leveled out to gaze over the plain, where the bodies of his soldiers lay strewn across the battlefield. A drone limped over to him, offering a salute.

"Shall we transport him to the main hive, General Varus?"

"No." Varus said with a lingering thought on his mind. "This one is unlike the others. Did you feel the love radiating from him? He deserves some… special attention."

The guards covered Wanderlust in their magic, wrapping him in their sickly green mucus.

Varus turned away from the clearing. "Recover our fallen and take them to the healing pods. And take him to the main colony, I intend to show Crassus and Magna that I am her favorite for a reason."

He chuckled slightly, "I will present him as a gift to our Queen Mother."


	11. Chapter 10: Celestia's Truth

**Þule**

 **Over 1000 Years Ago**

A dozen braziers lined either side of the long hall, illuminating the stone walls and thick wooden beams from which hung a hundred banners. The standards were those of past Thulian rulers, Kings and Queens reaching back millennia to the very foundation of the Kingdom. Some had ruled in peace, some had ruled in war, some during both. But as the braziers burned this night, a long-time era of peace stood on the precipice of a terrible future.

A long red carpet cut down the center of the hall like a crimson river, straight and true. It began at the foot of wooden double doors, tall and thick, and banded together with bolted iron strips. The rug flowed across the chiseled stone floor, flanked by stoic suits of armor, busts of unicorns of renown, and the bowls of fame to shepherd one down the path. At the opposite end of the room the scarlet road climbed up rock hewn steps, engraved with runic notation. Finally, the carpet reached its zenith at the base of a chair carved from a single boulder, ornate interweaving knots and carvings of unicorns danced across its surfaces.

This space was known as the 'Hall of the Prince', the official gallery where the Principate of the Kingdom of Thule would dispense his rulings and receive guests of state. At times this hall would be filled with ponies feasting and singing, sometimes graciously, sometimes loudly and drunkenly. Tonight it was inactive, inside the sound of the fires burning, outside the winds of the north howling and rattling the windows. It would have seemed abandoned if not for the solitary figure seated on the throne, leaning to his left, resting his left hoof over his mouth in contemplation.

Prince Æclypse was expecting a visitor tonight, and he was not looking forward to it. Despite the nature of the guest, he had nonetheless decided to eschew the formal wear normally exhibited, and sat wearing just his princely crown. A simple band of gold inscribed with runes was the token of his position, strong and fair to admire, but humble and without ornation to symbolize the role. The light of the fires danced in his eyes as he peered across the room, considering deeply how the coming dialog would go.

It had been a long day, the result of perhaps the most tumultuous event in Thule's long history since Princess Platinum was chosen to lead the Unicorn delegation in the Grand Summit with the Earth Pony and Pegasus tribes. Æclypse was especially introspective since this was not just a matter of state, not just the unrest of the citizens, nor even just the threat of war. This was a personal matter for him, a matter of blood.

His brother had gone mad.

Æclypse had tried to be the loyal brother, always defending him against the naysayer's gossip and complaints. Even his parents had expressed their reservations about having Sombra anywhere near the levers of power, but still he assured them that his brother would prove them all wrong. In the end however, it was only Æclypse who failed to see the rising danger, refused to admit the truth to himself.

 _I should have had those tunnels blasted shut._ He thought. The rumors that Sombra had been in the endless tunnels throughout the Crystal Mountains had gone largely dismissed. Nopony had ever mapped them out completely, the caverns delved for miles, and hosted strange creatures that lurked in the darkness. But Sombra had found something deep in those caves, something that warped not just his mind, but his body as well. The Dark Crystals.

Now his kingdom was roiling in unrest after his brother had abandoned his position as Principate of the Guard. Bent on conquering the Crystal Empire, an enraged Sombra gave them a display of his newfound power and transformed into a poltergeist of shadow and smoke. Two days after that, the Empire fell to Sombra's coup d'etat, and its citizens enslaved to work the mines.

Thule and Crystal Empire had always maintained cordial relations since the Empire's foundation a little over two hundred years prior. Æclypse had paid them a visit shortly after his ascendancy, finding Queen Amore to be a noble and gracious ruler. It pained him now to think of what Sombra might be doing to her, she didn't deserve whatever fate she was suffering.

Such were the dark thoughts that came to him at this late hour, that fact that his brother was the cause of mayhem and tragedy, while he sat in his empty hall doing nothing.

As the doors to the chamber began to open, he was reminded that hope remained still. Before Sombra could cut off the exits and means of communication, Queen Amore had gotten word out to the Alicorn Sisters, Celestia and Luna. He knew they would answer the call for help, they had made a mission of vanquishing the great foes to the peace of Equestria. They had defeated Discord, and a beast called Tirek, so naturally all assumed that Sombra would be the next would-be-conqueror to fall before their might. He already knew why they were stopping here first.

The doors flew open and a resplendent Celestia, bedecked in shining golden armor strode in. Fury contorted her face, and like the sun she moved, her eyes burned. Æclypse righted himself in his seat, that much consideration was due the Princess.

"For what reason doth the First Son of Thule remain dormant while his own brother brings horror and destruction to the innocent!" She demanded in the royal Canterlot voice, her hair flowing like a white river.

Æclypse had had to answer this question a dozen times already, and it grew less pleasant to speak each time. He responded to her anger with measured confidence. It did not go unnoticed by Celestia that he did not make any pretense of homage to her.

"The First Son of Thule is not the caretaker of The Crystal Empire. Nor is he obliged to interfere with the internal matters of Equestria. Does the Crystal Empire not have the means to protect itself?"

Celestia's glare hardened, "You know it was protected by the power of the Crystal Heart! But Sombra has found a means to subvert it's spell, and has overtaken the city! It's citizens are in chains and I fear for the fate of Queen Amore and her newborn."

 _A newborn?_ That was news to him. He hadn't known the Queen to be keeping any consorts, but in a city built on love it wasn't hard to imagine she'd found somepony.

"The Crystal Empire has always been in a perilous position. I marvel that it has lasted this long without calamity. So when Sombra has come down from his fevered delusion of grandeur, I will restore the Empire, and leave it a far better place."

The casual nature with which Æclypse regarded the state of affairs disgusted Celestia, and she recoiled. "Has Thule no law against conquering a peaceful neighbor?"

"You know, It's never come up." He answered. "And correct me if I'm wrong, but I believe the last time territory was conquered they named it 'Equestria', which I believe you now rule. And let's say you defeat my brother, what then? Will the empire have it's sovereignty returned, will you annex it into Equestria proper, or reduce it to some subjugate client kingdom? Another province under your graceful protection?"

"The proper fate of the Crystal Empire can be determined after it has been liberated!" She growled. "Right now my sister and I ride out to put an end to thy brother's madness. And I have come to secure thine aid to see justice done upon him!"

This was the crux of the issue, "Indeed Princess." Æclypse had already listened to the pleas of many, but there was only one decision to be reached for him. "Sombra's mind has been poisoned by some dark and depraved element, this I do not deny. I regard his actions as unjust, detestable, and possibly an act of war. You have the full blessing of myself and Thule to roust Sombra and deliver whatever punishment you deem appropriate."

"Then help us!" Celestia implored, taking a step forward, trying to connect to his well-known noble character. "Come see that Sombra is dealt with, come as his brother!"

Finally Æclypse's demeanor softened, "What you would ask of me Celestia, is something that saddens me deeply, for I freely admit that I am conflicted. There is a pull on my soul to venture out and be the one who stops my brother from bringing any further harm. But it is a thousand fold forbidden for blood to raise violence against blood. The Gods of Thule, who have watched over us since time immemorial do not tolerate such treachery among kin, and any desecration of their law is punished unto generations."

"Then surely any such gods of wisdom, justice, and reason would understand the need for you to break this law now!" Celestia felt like she was making headway, she only need overcome the superstitions of his ancestry to convince him. "For if they do not, then what kind of gods are they to permit the suffering of innocents and consent to injustice?"

"I have sought the will of the gods, of my bloodline's patron Crom, for what their will would be that I might see it done." His eyes fell, and anxiety tightened his features. "But I have received no sign, no message of what their desires are. Maybe Sombra is the one enacting their will?"

 _Oh no!_ Celestia thought. She held no belief in the gods of Thule, but she knew how important they were to the unicorns here. "Perhaps they have sent me? What if I am the sign you asked for, come to you in your hour of doubt?"

His face lifted, the possibility of Celestia being the one to work the will of the gods, but doubt persisted.

"Perhaps…. But why would they send you?"

Celestia cringed. But maybe she was using the wrong method. Maybe, an appeal to his reason would be better. It was said of Æclypse that he was more open to modern ways of thinking, not as glued to ancient traditions as his contemporaries.

"What if, Æclypse," She began carefully, "What if there are no gods to give you portents? What if there are only us ponies? Then you could help us without fear of damnation by some mysterious and unknowable entity."

Æclypse's face betrayed an inner rage, not the reaction Celestia was hoping for.

"Of course a Southron, one who lives in abundance and peace would think to have little need for the gods wisdom, faithless one! Here in the cold and severe landscape, only those who have the strength to endure, and the conviction of the gods are fit to survive! Here food does not grow on trees, nor does peace sprout from the ground like grass!"

She tried to contain her own outrage, but by now there was little purpose in concealing it.

"Perhaps they could if Thule did not place it's faith in primeval gods of war and death! Perhaps then the sun would reach but a little further north!"

Celestia regretted the statement the second it left her mouth, and Æclypse seized on her blunder.

"And who should we be worshipping? You?! Thule remembers a time before the Alicorns, when it was we who commanded the sun and moon ourselves."

The strike at her was too much. Celestia raised herself off the ground, spreading her wings fully and casting a golden aura to emphasize her connection to the sun.

"I have never asked for anypony to bow down and worship me! My purpose is to bring light and order to Equestria! Not to be their God!"

Squinting through the rays of conjured sunlight, Æclypse pursed his lips. The display was intimidating, but he was too proud to let it show.

"And yet here we find ourselves. Is Canterlot not held aloft as a beacon to all Equestria, radiating with your divinity?"

"I would say it serves Equestria better than Thule." Was her comeback. "Looming in the north in its self-imposed reclusion, clinging to thine spears and superstitions."

The Prince of Thule snorted in derision at her, "For generations, Thule has defended your precious southern lands of sparkling waters and thick grasses! Tell me Celestia, how many Fyre Drakes have you defeated? Hmm? How many Maws have savaged your green fields? How many ponies have you lost to the Windigos since the founding of this domain? TELL ME PRINCESS OF THE DAWN! How might your delicate towns fare if descendants of the great unicorn tribe not stayed behind to protect Equestria from the monsters beyond its borders! I will tell you the answer to all three, is none. Whereas we measure our losses annually. I shudder to think of the slaughter those toy soldiers you call a royal guard would face if Thule were not here to protect them!"

It was clear that they were approaching impassable juncture. Celestia came down from where she hovered and extinguished her light, resigned that it was not working on Æclypse the way it usually did stubborn ponies.

"So is it just me you have such animosity for? Or do you also harbor such enmity for Luna as well?"

Æclypse's façade cracked. At the mention of her sister's name, Celestia could almost hear his heart thump against his chest.

He swallowed his emotion, and steadied his nerve. This was the one path Æclypse had feared to tread.

"Princess Luna… She is… Luna is more subtle in her grace. If it was my aid you came to procure, mayhaps she should have come in your stead."

"Because she is more persuasive?" Celestia asked.

"She certainly seems to be the more grounded of you two."

With things calmed back down, Celestia now had something to connect to him with.

"So if it were Luna who stood before you now, pleading for you to answer the call of justice, would you refuse her as well? Would you accuse her of such things as you have me?"

He shifted uncomfortably, clearly the thought of having to face Luna under such terrible circumstances was distressing for him. He was hesitant to answer, so Celestia softened her own bearing.

"If for nothing else, if not for your gods, or your kingdom, or your family, would you do it for love?" she asked him pleading.

Æclypse put a hoof across his mouth, his eyes darting back and forth as his mind raced to construct some response. For some time she watched his heart and his head fight one another for supremacy, his desire against his duty.

"If you are asking me if I would defy the laws of the gods and my Kingdom for the pursuits of my heart…"

He looked away from her, out to the window where the a flurry of snowflakes washed against the glass.

"On some matters my answers might be yes. But I cannot act on so selfish a motivation, and condemn my home and folk for the cause that is before us."

Outside, a tremendous cacophony of thunder filled the sky. Celestia eyed the window suspiciously, unsure if it were a coincidence or an omen.

"And so the gods answer me." Æclypse said, his voice mixed with astonishment and heartache.

"What did they say?" She asked, feeling that she knew the answer already.

"That my fate does not lie in war against my brother."

 **CANTERLOT**

 **TODAY**

Seated on the large plush cushions of Celestia's personal quarters, the Alicorn sisters sat beside one another, their horns crossed and magic mingling.

Every now and then one of them would wince or audibly exhale, the visions they shared eliciting a mixture of emotions. The memories continued until they reached the conclusion of Æclype's surrender to the fate that was sealed in that hall.

And so they sat for some time, the angle of the sunlight climbing a few inches higher in its projection on the wall from the window. At last with a pained sigh, they separated, Celestia almost apologetic, Luna quietly resigned, the last words of the prince in the memory still echoing for her, _"I will weep for the future we have slain this night."_

"And now, you see Æclypse as I saw him." Celestia said, reaching out a hoof to lay on her sister's.

Luna nodded slightly, a tear forming in the corner of her eye, but not falling. "I see now that you both were faced with difficult decisions. And I cannot say what I would have done differently were I there."

Celestia bit her lip, and prepared to share one last secret. "Luna, I told you that I was afraid of what Æclypse was going to do Equestria, pull it apart when it was still vulnerable, polarize stability away from Canterlot."

"You did." Luna replied, her tone telling that she was still upset by the harsh reasoning of her sister, and yet curious to hear more.

Celestia looked to Luna with an apology in her eyes. "I'm afraid that's not quite the extant of it. I… I was afraid that he was going to take you away from me."

"Take me away from you?" Luna said incredulously. "Sister, while I loved him I would never have abandoned you for him. Why would you think he could take me away from you?"

"Because I knew something about Thule that you did not." Celestia took a long breath before continuing "I want to tell you now because I was wrong to keep it from you, it was your right to know, and…. And who knows what may have happened differently as a result."

Luna's voice was stern, but not angry. "Be out with it then."

"You see, Æclypse's time to ascend to the throne as king was approaching, and there is something about that ceremony that was never common knowledge outside of Thule. The crowning ceremony is never just about a king."

The Princess of the Dawn felt the shadow of guilt pass over her, a monolith of truth about to blot out the light of centuries of convenient lies.

"It was the iron law of Thule that it could never be ruled by a single monarch, it was always a diarchy. What I'm saying, is that…. Æclypse's coronation wouldn't have just been it coronation, it would have been a wedding to crown a queen as well."

At first Luna didn't understand what she was getting at, but the realization slowly crept on her. Her neck straightened and her breast swelled, she looked not at her sister, but off at some invisible point on the floor a few paces away.

"You thought he was going to choose me to be his queen?"

"I did." Celestia said tersely. "And I thought you would accept. That you would go to Thule, and marry him. It made me think of when we had defeated Discord, and you wanted to start a new nation with those who had suffered more than most from his tyranny. I was afraid not just for Equestria's stability, but that you would leave me alone."

Luna was quiet, her internal emotions fighting each other to see which one would rise to the surface.

"I had no idea of such a custom, he said not a word of it to me. Why were you so sure he was going to ask me and not some native daughter of the North? Surely that would have been a more appropriate choice."

"I know because he told me as much."

Luna gasped, "I saw no such talk in your memory!"

"It was in a letter he had sent to me secretly." With her golden magic, she plucked a small envelope from the top shelf of her bookcase. It opened with the protest of an ancient parchment, long folded and forgotten.

"Just as you said, he was planning a trip to our castle, overtly to discuss matters of state and an effort to establish relations with other cities. But personally, in the letter he asked me for my blessing. He was going to propose to you the first time he was to meet you."

Luna took the unfolded letter in her magical grasp and scanned it. Upon reaching the bottom, her breath caught in her throat, and the reserved tear finally fell from her eye.

"If I had said yes sister, would you have forbidden it?"

"I don't see how I could have. As scared as I was of the effects, ordering the prohibition of your marriage was something I could not bring myself to do."

Celestia paused to gauge Luna's reaction, but the nocturnal princess clutched the letter to her chest, she was still entranced by notions of how close their lives came to being so very different.

"Plus…I had to consider the unpleasant idea that he was merely using you to reach past the throne of Thule and expand his power."

"You feared that Sombra wasn't the only bad seed in the family. That he had grander ambitions." Luna gave her sister a suspicious side glance. "And you thought that one who can enter into the dreams and subconscious of others would not be able to see past such a ruse?"

Visibly embarrassed, Celestia blushed. "In hindsight, I may have overlooked that factor."

Luna raised an eyebrow and responded with a slight _"hmmm"_. She got to her hooves and took the time to swallow her emotions before returning the letter to its envelope and sliding it back in place on the shelf.

"Whatever life I may have had with him, however our fates may have changed, are things unalterable. There is much to be wept over, much to be lamented, yet they remain but heartbeats of a past that never was, and a future that never will be. My grief for him was spent long ago, he is now a bittersweet memory."

"The pain has gone for you then." Celestia said.

Luna spared her a parting nod as she exited the room, imagining in her mind a pair of iridescent blue irises looking down at her, an ethereal love connecting them across a thousand years.

"But the memory remains."

 **SOME YEARS AFTER THE EXILE FROM THULE**

 _My first port of call with the crew of the Red Talon was an interesting one._

 _We had been at sail for a few weeks, on a southwest heading for gods know where. So far we hadn't done much of the things one normally thinks pirates do, raid ships, bury treasure, break out in dance numbers. Just living at sea, trying to stave off boredom and scurvy._

 _Often I would spend hours on the bow gazing out over the blue horizon, letting the wind and salt spray whip through my mane. While I did miss the beauty of my northern mountains, the sea was another entity, and had its own magic. Back in Thule we really didn't have a well-known god for the ocean, though I think his name was Ulmo. Thinking to myself one evening, watching the sun sink into the west, I was moved to think of something Celestia had said to me on that night years ago. What if there really were no gods?_

 _Captain Skorn would spend most of the day either flying above the ship scouting with our two pegasi, Grey Skies and Ruffles, or locked in his cabin. What he did in his room I couldn't tell nor would anypony enlighten me, not that I was exactly dying to know._

 _Life was busy on the ship, which served to keep my mind from drifting into darker places. The whole reason I was adrift at sea was the tragedy of Aquileia, something that I will never forget or forgive. But there is nothing I can do about it now. Not yet at least, not until I find Honalee._

 _Despite the melancholy under my skin, I was able to put on a brave face in front of the boys. I did what I was told and pulled my weight on deck. My mentor Salty Veins continued to teach me about navigation, charting a course, and using the stars to guide us at night. Unlike many of the others, he had worked on a merchant ship for most of his sailing life before joining Skorn's crew._

 _As it happens, the Red Talon was the very ship he worked on, until his former captain made the fateful decision to rescue a certain griffin from being marooned. I suppose Skorn's policy of never leaving anypony high & dry is his way of paying forward a good deed. _

_We sailed into port at a regular pirate trading nexus, an island called Consta Servaro. It had deepwater ports, and we were able to dock and offload some cargo for what Grey Skies assured me were fair prices. Our primary business successfully attended to, we had the rest of two days to spend as we pleased._

 _"I supposin' you got a choice to make ain't ye?" Salty Veins said to me as I was walking through a dusty street, homes of bleached clay on either side. This was something most of the crew had been wondering about for the last few days, whether or not I'd stay on or take my chances on land. I'd been rescued as a courtesy, and had no obligation to stay, so I was within my rights to part ways if I wanted to._

 _"I suppose I do." Was my vague answer, the pair of us passing by a trio of bronzed and sultry earth pony mares, who gave me flirtatious glances as we went by. The street was busy with the comings and goings of all types of rogues and disreputable ponies and other folk, and I could smell the smokes of exotic spices and pipeweeds._

 _"I tell ya Sable Star, we could use a good hoof like yours on the ship. Plus I can tell your not a scoundrel like most a' these other lot. Believe it or not, an honorable stallion can still go a long way in this life."_

 _There was a sad gleam in Salty's eyes when he looked at me. From what I understood he had never been one of the dangerous types, never a criminal or an outlaw. As a first mate he was all business, not particularly concerned with the whole pillaging and plunder side of things. But he made sure to keep track of the inventory and sales._

 _"It certainly seems like there's room for aggressive expansion. To a point."_

 _"ha-ha! That be the case alright. Lots 'o places you can go on the Talon, up just ain't one of 'em."_

 _Entering a square, the air was filled with music of a type I had never heard before, drums, flutes, and something like shaking a jar of pebbles. There was a restaurant, or perhaps a tavern that was the center of activity, stallions and mares stumbling out and inside drunk and laughing._

 _"I'll be straight with you Salty, there aren't many more opportunities for me in this place. Far be it from me to belittle their way of life, but I can't see myself living here. As tempting as it might be to lose my worries in the bottom of a tankard or three."_

 _"Ya know I didn't want to pry about yer' story Sable." Salty said, sounding uncomfortable about broaching the subject. "On account of it not being my business an' all. But that ain't to say I ain't curious. I been around a while lad, seen many a pony with their own stories to tell. So if yer' ever wantin' to share 'yers over a pint or two, old Salty Veins'll be around."_

 _I considered the offer, but it would be starting down a rabbit hole I'd rather not venture into._

 _"Not today. But perhaps another time." I turned to him with a roguish grin. "For now, what say we sample some local drink?"_

 _"Aye, I could go for that."_

 _We entered the tavern, if you could call it that. Inside was a cacophony of activity; card games, loud music, and something on the second floor that had couples hurrying from room to room. Seated in the center of the revelry, of course, was Captain Skorn._

 _"And so I told that mangy buzzard I'd tie his tail to a cannonball and shoot him across the bay!"_

 _We'd missed the beginning of the story, but apparently the collection of Talon crew and strangers sitting around him understood, for they broke out in raucous laughter._

 _"And what did he say to you then?" an unfamiliar, but positively stunning swarthy earth pony mare asked him._

 _"Well," Skorn continued; "Then my father grabbed me by the beak and shoved my head through a window."_

 _All around the listeners gasped._

 _"And he told me: 'Boy! I told my father the same thing on my 16_ _th_ _hatchday, I'm proud of you for carrying on the tradition."_

 _Skorn sniffled, then lifted his wooden cup, frothing with a light brown liquid._

 _"To my father!"_

 _The rest all raised their drinks to toast, knocked them against another, and took long gulps. Finished, Skorn wiped the brew from his beak, "May his stay in the pits of Tartarus be a short one."_

 _It was then that he spied Salty and myself standing off to the side, he lifted a wing to signal to us, waving to join him._

 _"Pull up a seat lads! I was just regaling an audience with my favorite stories from when I was but a fledgling."_

 _"Those old tales again Cap'm?" Salty chuckled as he sat next to Skorn._

 _I took another beside Ruffles, whom had so far shown me a nothing but respect. He was all white with black tips on his wings, roughly my age, and a keen spotter._

 _"I miss anything good?" I asked him._

 _"Just the same ones he's been telling us for a hundred nights." Ruffles' accent was not unlike Salty's, but lighter and his speech clearer. Maybe they hailed from close regions I wondered. "Nothing you won't hear again sooner or later."_

 _He slid me a tankard as I took a place at the table, and I took a quick sip. It tasted nothing like we had back in Thule, but it was good, sort of a fruity flavor._

 _For the next few hours Skorn was the center of attention, he never seemed to run out of energy or some story that usually involved an example of how ruthless he was or how he had outwitted somepony for their treasure._

 _As time passed, so did the amount of grog I imbibed. I had never been drunk before, and did not realize the slippery slope until it was too late. Barely able to stand on my own four legs, I often leaned on Ruffles for support, for he had fallen under the drink's spell before I did._

 _The sultry mare from earlier cozied up to my hip, and pushed the remainder of my cup away from me. I was in no position to resist, so with a lazy smile I thanked her. She took my hoof in hers, and nodded up to the second floor, yanking gently on my limb to get me going in the desired direction. Clumsily I followed her, nearly smashing my face on the first step._

 _I was stomping upstairs, other ponies pushed aside by my size, when I heard the doors swing open again, and everything went to quiet._

 _In walked a group of four griffins, eagles, each of them bearing a thin sword on their hips and hats like Skorn's, but of finer material and larger feathers stuck in the band. They swaggered up to the bar and with a flick of his wing, the apparent leader of the quartet ordered a round of drinks for his posse._

 _"Well boys, looks like the dregs are in full bloom today."_

 _Turning to lean his back against the bar to look over the crowd, he spoke in a smooth, calm voice._

 _"The usual assortment of thieves, scoundrels, and harlots."_

 _The mare holding me upright huffed with indignance. I had yet to make the connection, for much of the ways of the outside world was still unknown to me. No that I was innocent, there were just certain things that did not occur to me readily._

 _But Skorn was not so virtuous._

 _"Have a gander lads! Got us a gaggle of preening jackdaws! Mighty nice 'ah them to grace us with their presence."_

 _That's what he said to best of my intoxicated recollection, but it very well could have been something much more belligerent. Whatever the case may be, the other griffins were slighted, and as a gang strode over to where Skorn and the others were sitting. They surrounded the table and glared down, and much to my surprise even Skorn seemed to shrink from their inspection._

 _"Do mine eyes deceive me?" The leader said. "I haven't seen one of your kind in a dragon's age. What's a Polly doing around here?"_

 _Those seated around Skorn shifted in their seats, moving away from the Captain. I didn't know it at the time, but there was something of a social hierarchy among griffins. Eagles considered themselves above the rest, like the short beaks, and the owls. But the parrots as a group were considered to be the lowest of their kind, some prejudice about being a tropical minority. It was never quite fully explained to me, but the name 'Polly' was commonly used as a slur for the breed._

 _Skron flinched at the mention of the nickname, his talons digging into the wood of the table, but he made no move if retaliation._

 _"Jus' stopping' by for a little trade and some R &R, you know." He spoke with uncharacteristic timidity. He avoided making eye contact with the eagle, choosing instead to look into his drink. _

_"Oh sure, I understand. Just selling off some stolen Equestrian or Trottingham cargo for a few bits, enjoying the amenities of our little island for a bit before setting out again."_

 _He nodded to rest of his crew to show he was being friendly, but the false smile quickly turned to a scowl._

 _"Just one problem, mate, Consta Servaro isn't the place for banana-beaks."_

 _My crewmates looked to each other warily, waiting for the powder-keg to explode. But still, Skorn kept a demure posture. The bartender, a dark and burly earth-pony, looked on with a hard glare, ready to act in case violence broke out in the room._

 _My captain swallowed a gulp, "We don't mean no trouble boys, just having a few drinks, a couple laughs."_

 _The eagle put his claw over Skorn's mug and shoved it away from him. Leaning down slowly, he spoke threateningly close to his ear._

 _"Trouble or no, you're not welcome here. So why don't you take your little crew of thieves and bugger off, before we make you."_

 _For a heartbeat, the entire room was silent._

 _"…Polly."_

 _In an instant, I saw Skorn's face contort into manic rage. He gripped the mug and shoved it over the eagle's beak before he could react. Using his wing to reach around the eagle's head, Skorn slammed the covered beak into the table so hard I heard something snap._

 _Astonished, the other eagles backed away while Skorn, Ruffles, and Salty Veins stood opposite them._

 _"A'right you snotty bastards!" Skorn yelled as he pulled a dagger from his boot. "You want some a'me? Come an' get yer bloody fill!"_

 _Skorn lunged forward, jumping over the fallen eagle to tackle another in a tangle of limbs and chairs. Not missing a beat, Ruffles and Salty got into it with the other two in what became a massive brawl._

 _Not wanting to leave my crewmates to fight alone, I began to climb over the railing. "I gotta, *drf* Help 'em!" The mare tried to hold me back, but even drunk I was too strong for her._

 _"Here I -oof!" The railing broke under my weight, and I tumbled headlong to the floor, where I came down on the side of a table, causing it to flip and slam into the side of my head._

 _I was later told that the tavern gasped at the sight of my accident, thinking my skull had been broken or my neck snapped. But I rose from the remains of the smashed table, and stumbled to the right where the other patrons pushed me in the direction of the fight._

 _I fell onto my chest, and saw before me Salty Veins on the ground, using his hoof to prevent a griffin from driving talons into his face. I fired a blast of my magic and not only knocked the eagle off Salty, but nearly put him through the wall. With an incredulous expression Salty looked at me, to which I dumbly smiled in return._

 _Then came a loud crash as Ruffles and Skorn began hitting the wall and ceiling in their fight with the other two griffins. Ruffles dodged a swipe of his opponent's rapier, leading him backwards in the aerial duel. When at last the eagle had him cornered, Ruffles ducked and the blade cut into the wood of the side of the staircase where it became stuck._

 _Acting quickly, Ruffles delivered an uppercut to the eagle's jaw that propelled its head into the wooden crossbeam. Dazed, the griffin had no counter when Ruffles drove both of his hindlegs into his stomach, sending him through a window._

 _Skorn and the last griffin dame down atop a table, knocking poker chips and drinks onto the floor. The captain had the dagger poised at his throat, and the other griffin was steadily losing the battle of strength to keep it away._

 _"Bloody eagles! Think you're so high-n-mighty! Well this Polly's gonna cut you up for shark bait!"_

 _"Alright Skorn, that be enough." The gruff voice came from the bartender, who stood so that Skorn could look forward and see the mean face that gave no hint of being intimidated._

 _"Let him up." He ordered, "I'll have no more of this ruckus."_

 _From my spot on the floor, I watched as Skorn met his gaze for a few moments, before giving the barkeep a wide grin._

 _"Oh, of course, of course whatever you say." Skorn took his claw away from the griffin's beak and allowed him to squirm off the table and to his nearest comrade. "You know me Ogham, I always respect the boundaries of private property."_

 _The barkeep, Ogham Scratch, I would get to know better the next day. One by one, the other griffins collected themselves, and picked their writhing leader off the floor as he still tried to pry the mug from off his beak. They left without any further words or gestures towards our crew._

 _Ruffles helped me to stand, and Salty put a hoof on my shoulders, he seemed mightily appreciative for my help in the fight. Skorn shoved the dagger back into his boot, and shook his wings._

 _"Well lads, I think we was due for a bit of a scrap don't you?"_

 _Captain gave me a smirk, "And let's not forget the gallant contribution of our greenhorn! Blasted that buzzard halfway to Tartarus he did!"_

 _Ruffles put his wing around my shoulder, "Not surprising a stallion his size packs a wallop, but I've never seen a unicorn that strong."_

 _For a second I almost let slip my true identity, but I caught myself. "Runs in the blood." I told them. Salty and Ruffles traded raised eyebrows, curious as to what truth lay behind my comment._

 _But the captain chuckled, and motioned with a wing-tip back to where the sultry mare waited for me at the foot of the stairs._

 _"Go on then lad." Skorn told me. "Go have yerself a bit of fun."_

 _Ruffles and Salty shoved me in her direction, and she caught me with a tender hoof against my chest. As she led me up the steps a second time, I glanced down to see my crewmates sharing a laugh as they exited. With a tug she urged me to the second floor, and I followed her to a small room that contained little more than a bed, a lamp on a bedside table, and a dresser._

 _Easing herself onto the mattress before me, she gazed deep into my eyes, tilting her head to expose her neck. I have to admit, as I strode the few paces to where her limbs and mine entangled, in my mind I pretended she was somepony else._

 **THE SKIES BETWEEN**

 **CANTERLOT AND PONYVILLE**

It wasn't often Celestia was able to dismiss the watch of her guards, but on a day like this she needed the time alone for her thoughts. Banking to the right around a cloud, she stretched out her forelimbs through the warm breeze, and let the simple bliss of such a lovely day relax her.

Though try as she might however, her conversation with Luna earlier had spoiled any chance for a sapling of peace of mind to sprout. While she had known for so long that Luna had loved the Thulain prince, until yesterday she had never seen it for herself. Another thing it seems that she failed to see.

 _For all my acclaim as Princes of the Dawn, I failed my sister._

Seeing the pain in Luna's eyes had not gone without sympathy, for in the tears she recalled the pain of her own lost love.

Celestia folded her wings slightly as she dropped altitude into a valley, opening her wings to let the updraft carry her back skyward.

It had been hundreds of years ago, but in her moments of loneliness it still stung like it had happened last week. Of the mirror that Star-Swirl had introduced her to, only a shard remained, kept within a locked box in her bed chamber. Often however she wished she could place it among its lost siblings and travel through once more to see the one who meant to her what Æclypse must have meant to Luna. Though perhaps the connection was greater than she imagined, how could it be that of all possible ponies, her love had been…

 _Sombra_ … The urge to speak his name was on her lips, but a discipline long ingrained prevented it. She remembered his face though, loving, noble, an air of masculine grace about him. Visiting him was a yearned-for escape from the life of being the solitary ruler of Equestria, and a guilty pleasure to be cared for as a stallion cares for a mare.

Having to look into his eyes all those nights, while knowing the difference she saw in the eyes of his doppelganger, eyes filled with hate and rage, had been her secret to bear. That Luna had loved one brother while she loved the other, struck her as mystifying, some great truth that eluded her vast wealth of knowledge.

Then again, there was the rather pedestrian understanding that a pair of sisters had fallen for a pair of brothers, a simple case that Celestia had seen occur plenty of times before. To think that it was better attributed to the frequently comical nature of romance than to some unfathomable machination of powers beyond her perception, gave her cause for a slight smile.

But that had been a Sombra from another world. The Sombra from this one had craved power more than love, a creature consumed by the influence of darkness and malice. A wielder of forces that Celestia hesitated to fully grasp, lest she discover something about dark magic in Equestria that exposed its real depths.

But today was a day for the shedding of burdens, and it would continue with her junior princess. Twilight was a glutton for knowledge, and being able to see her eyes light-up whenever her student came upon some new reservoir of enlightenment was always a joy.

With a long flap of her wide wings, Celestia coasted along on the current and let the wind do the work. She exhaled, ready and looking forward to share another lesson with her treasured apprentice.

Today was going to be a good day.

 **PONYVILLE**

"OH... This is not good!"

Twilight came around the side of town hall, where she rallied with the rest of her friends, each of them sharing the same disappointed expression.

"I can't find no sign of him." Said Applejack, shaking her head.

Rarity bit her lip, "I can't believe he just ran off like that! What did he think we were going to do?"

"I don't know…" Twilight postured to look out over the center of town. "But he blasted a hole through my castle wall to get away, it must have been important."

Rainbow Dash fidgeted where she hovered, "This is the part where I'm supposed to say 'I hate to say I told you so', but I told you so Twilight. He's trouble."

"He really didn't give you any clue what set him off?" Fluttershy asked.

Twilight sunk her head a little lower, "I… really didn't give him much of a chance to explain himself."

Bouncing around her friends like hurdles, Pinkie Pie leaped back and forth over Twilight's back. "Yeah Twilight, a doorless room in your own personal dungeon, probably not the best place for a helpful conversation."

"It is not! I… I do not have a personal dungeon!" The princess sputtered defensively. "I just.. Needed a place to hold him for a while."

"So you kidnapped him and imprisoned him in your 'totally not a dungeon' room'. I get it."

Twilight groaned, knowing when to give up trying to argue a point with Pinkie. "Alright, everypony just keep an eye out for him. I've still got his saddlebags, he's bound to come back for them sooner or later."

The friends parted ways, but Applejack cantered up to Rarity as the seamstress headed back towards her shop.

"Hey Rarity, I wanted to ask 'ya, have you seen Applebloom anywhere? She was supposed to help me out in the orchard this afternoon. Thought maybe you'd seen the crusaders somewhere."

Pausing to think, Rarity furrowed her brow, "No actually, I haven't seen any of the girls since I sent Sweetie Belle to school this morning."

"We were just all over town, and I didn't see Scootaloo either." Applejack's tone pitched with worry.

"Dear, surely they're just off on one of their adventures, you know how those fillies are." Rarity brushed off the concern. More than a few times the girls had come in late from their newest attempt to discover their special talents. She continued to walk on, leaving Applejack in place, some thought rolling around in her head.

"Maybe… But it is one heck of a coincidence that Wanderlust breaks out, and all of a sudden we can't find the girls."

Finally Rarity stopped, pondering something disturbing. "No, no you can't mean to say that he could have anything to do with missing fillies."

Remembering the moment at breakfast the other day when Sweetie Belle came down, and the aura of simple happiness she saw in him. To think that he might abduct her and the other girls was beyond the pale.

"That is a step too far Applejack."

"Alright, alright." The farmer conceded, "But he knew something we don't, something that got him awful worked up."

"And we wouldn't listen when he tried to tell us last night." Slumping, Rarity tried to imagine what the best course of action could be.

"Let's you and I ask around then, somepony's got to have seen them somewhere."

As the agrarian and the seamstress ventured to find some testimony on their sister's last whereabouts, a shadow passed over without their notice.

Soaring over the town, Celestia kept high enough to avoid making herself noticeable to the residents below. She came across a few Pegasus who saluted her, to which she waved back with a friendly hoof. At last, she narrowed in on Twilight's castle, descending in a spiral to come around to the balcony. Noting the jagged opening on the side, she wondered if another of the princesses' spells hadn't backfired in some destructive reaction.

She touched down on the terrace, knowing that it allowed entry into one of the halls rather than any private room. Strolling down the gallery, the fact that Twilight had yet to see this wing properly decorated she determined was due more to her voracious study than care for filling the capacious structure with old suits of armor and potted plants.

It really was out of place, Celestia mused. Even in the Canterlot metropolis the mountainside castle went unoccupied for the most part, despite being at the heart of the city. Here, in rural Ponyville such an extravagant palace was of even less usefulness than the humble library it had replaced as Twilight's home.

But it was early still. While Canterlot had centuries to fill itself out in the epicenter of Equestrian high-culture, Twilight's castle hadn't been a year in existence. There was plenty of time for them to give it a presence of its own, and perhaps it would become the beacon of a wonderful new city.

Somewhere downstairs, came the sound of Twilight's voice echoing off the walls. Celestia craned her neck over a railing to see the young lavender Alicorn talking to Spike, discussing some issue that had her discontented. Moving to the top of the staircase, Celestia waited patently for Twilight to notice her presence.

"…. I just don't know Spike, Maybe I should take a look in his- _gasp_ "

Twilight gasped at the sight of her mentor, not expecting to see her again so soon after leaving Canterlot.

"Princess Celestia! What are you doing here?"

Cringing under the possibility of reprimand, Twilight was all to conscious of her disobeying the directive to stay away from the Thule Chamber.

Seeing the nervousness, Celestia gave her a warm smile of reassurance. "Don't worry Twilight, I'm not here to scold you for going back into the hidden room. Quite the opposite actually."

"Really?" was all Twilight could think to say.

"Mm-hm. But first I have to ask if everything is ok, you seem troubled."

"Oh, no." Waving her hoof to swat away some invisible 'problem fairy', Twilight offered her best fake chuckle. "I was just, uh, having a hard time deciding which new sofa to get. Right Spike?"

"Yeah, new sofa." Spike nodded with extra enthusiasm.

"Oh, well, this place certainly could use a bit more furniture. Come."

The three of them retreated to one of the few rooms that had been furnished, where they climbed onto a large round couch adorned with square and frilly pillows. As there was enough space for all of them, Celestia leaned against the back while Twilight laid opposite, in the middle Spike reclined onto his friends stomach.

With the rapt fixation of an adorning learner, Twilight watched the tiny muscles activate in Celestia's face before she began speaking.

"Firstly, I'm very happy to tell you Twilight, that I grant you full access to the Thule antechamber, in fact, I was wondering if you'd like to curate it."

This really was quite the opposite of what she was expecting, Twilight almost didn't believe it.

"You… You want me to restore the Thule exhibit?"

"I do. The fact, Twilight, is that I shut it away a long time ago because it reminded me of a grand failure of mine. Of a place and a pony I could not save. So, out of regret I sealed it away, and out of hope do I emancipate it. If you like, I can have the whole collection, every bit of it moved here to better suit you. And of course, fill some of this castle out."

"That.." Twilight was at a loss for words, the promise of having her very own historical exhibit, the sole assembly of relics from a lost kingdom, was almost euphoric for her.

"That would be amazing! Thank you Princess Celestia!"

"Does this mean our home is gonna turn into a museum?" Spike complained.

Celestia chuckled, "How do you think I've felt for the past 500 years?"

Twilight gazed off into a distance beyond the walls of the room, "I could spend years studying those materials."

"Not too much I hope, and there is another thing I've come to tell you." Celestia nudged a bit closer, draping her left wing over her company and drawing them in closer. "I've got a story to tell you. You see, there was a time before Sombra's madness, that I met with Prince Æclypse."

A not-to-small gasp escaped Twilight, "Luna doesn't know does she?"

"No she doesn't, I've never told anyone. He and I are the only ones who ever knew of it. As I'm sure you saw hint of in the room, Æclypse had won fame for himself by defeating a dragon."

"The one I saw on the tapestry?" Twilight asked, consciously omitting the fact that she knew very well the account of his battle with the Fyre Drake.

"Yes, and word of his heroism didn't take very long in reaching Canterlot. And before Luna had ever visited him in the dreamscape, I decided I wanted to meet him for myself."

A cloud of ethereal magic was cast from Celestia's horn, and formed itself into a window, within which played out in dramatic fashion her story as she retold it.

"As I'm sure my sister has told you already, talk of Æclypse was that of a young, intelligent, noble, and handsome northern prince. Like somepony you might read about in a romance novella. So with word of his great deed and reputation spreading far and wide, I resolved that this was a pony I should know personally."

In the window, shown the course of many ponies gathered around a crier, listing with fascination. Above them, Celestia overheard the tale, a hoof to her chin in curious interest.

"But I wanted to make sure I got to know him as he truly was, and not some legend passed along by a thousand mouths. So I told my guard that I was going into a reclusion for a few days, and not to be disturbed. Luna, I told something closer to the truth in that I needed a short vacation from the demands of ruling.

With my cover intact, I set out on my journey north."

In the vision, Celestia donned a hooded grey robe, and flew off into the sky, the sun to her right.

It took me a few days, and some toleration of the more unpleasant elements of the northern climate, but I made it to Thule without revealing myself to anypony."

He character landed some distance from the main gate to the city, a pair of wooden doors three stories high.

"I had to enter the city on hoof, 'ere they think that a Pegasus had come to town, which would draw notice. But since fair unicorns were common enough, I slackened the power of my mane to relax it to a light pink, but kept my hood mostly up. I made to sure to arrive after I had set the sun to help protect my guise, and of course the robe concealed my Cutie Mark. Also, I shortened my height a bit, for everything else, being taller than everypony would give me away at a distance."

Walking among a throng of unicorns dressed in warm and intricately decorated clothes, Celestia took in the local color of taverns, torch-lit streets, and houses constructed of timber beams.

"I hadn't been to Thule for many years, and was pleased to see that the ponies there were living well. The kings and queens had ruled ably, and the peace brought-on by the treaty between they and the Yak allowed their leisure culture to flourish."

Approaching a large collection of unicorns gathered around a bonfire, Celestia hung back in the shadows to observe.

"Fortunately, it didn't take long for me to find the prince. For he along with many other of his fellow warriors were making merry, celebrating by firelight with laughter and drink. Now I had never seen anything like this in Canterlot, as you know I think the annual Gala is an unfailingly boring affair. Here, they celebrated freely with shouts of joy and revelry, dancing to music that resounded with the free spirit and vivacity of a folk not yet tamed by the sophistications of civilization."

Twilight watched the tiny ponies crowded around a communal fire, their silhouettes dancing rowdily around the blaze.

"For all my status, I envied them. Would it not betray my identity, I would have happily joined them, so much did I yearn to forget my crown and let myself be consumed in the thrill.

But through the jubilant throng, I spotted Æclypse surrounded by his comrades. His long mane hung loose and wild, the perfect opposite of his noble peers in the south. In the prime of his youth, hale and strong, he certainly looked the part of all I had heard."

Celestia gave Twilight an amused smirk, "I never begrudged Luna that she had certainly chosen an exceptional stallion to fall for."

Both Spike and Twilight blushed slightly.

"So I watched him." Celestia continued, "And saw that he abstained from excess drink, declined to engage in too flamboyant a dance partner, and even separated two other stallions that had begun to quarrel. But he did enjoy himself, partaking in song and conversation. All the members of his company were Thanes, unicorns who served in the Thulian army and proved themselves worthy in organized scrimmages with Yak warriors."

"Organized scrimmages?" Twilight asked. "I thought they were at peace?"

"They were, but as both a ritual of their continuing accord, and because they liked battle so much, every year Thule and the Yaks tribes pitted their warriors against each other in contest. A friendly but competitive series of war games."

Thinking on the matter, Twilight was utterly enthralled by images of unicorns and Yaks in battle. It reminded her of how jousting was a part of the festivities in the Crystal Faire.

Her vision now showed the disguised Celestia sneaking around to get closer to the prince. "All was going well, and I was trying to think of a way to talk to Æclypse without giving myself away. I figured a stallion is a stallion, and it would be a simple matter of flirting with him to draw him aside."

At this Spike and Twilight recoiled a bit in surprise, rousing a hearty chuckle from Celestia.

"I know I don't seem like it, but not even I am estranged from the basic nature of mares. I know how to flirt when I want to.

As I was about to approach him, one of those who sat beside him, an older stallion with a degree of white in his braided copper beard, stood to address the crowd. He took a swig from his mug, and began to drunkenly sing the most vulgar song I had ever heard.

O, _there were a dozen mares who had come to join the dance,_

 _We took 'em for some fikkin, but all we got were wanks!_

I was startled by the coarse lyrics, but it had only just started before the rest of them added in the chorus.

 _Oh we the Thulian army, are each a mighty Thane,_

 _We'll storm your flanks, and ravage your ranks,_

 _And do it all over again!_

 _The prettiest of the mares, she was of the fairest breed,_

 _I told her I had an organ, and where to spread my seed!_

 _Oh we the Thulian army, are each a mighty Thane,_

 _We'll storm your flanks, and ravage your ranks,_

 _And do it all over again!_

 _The oldest of the mares, O' she was a rowdy lass,_

 _I showed my mighty Wesson, she showed me a bearded axe!_

 _Oh we the Thulian army, are each a mighty Thane,_

 _We'll storm your flanks, and ravage your ranks,_

 _And do it all over again!_

 _The fattest of the mares, at first I took her for a horse,_

 _I gave her all me larder, still wanted more!_

 _Oh we the Thulian army, are each a mighty Thane,_

 _We'll storm your flanks, and ravage your ranks,_

 _And do it all over again!_

 _Her sister was from Canterlot, cost me 20 groats,_

 _She showed me there was more ways, than one to sow me oats!_

 _Oh we the Thulian army, are each a mighty Thane,_

 _We'll storm your flanks, and ravage your ranks,_

 _And do it all over again!_

 _The mother's coat was sable, dark as the midnight hour,_

 _She must have been expired, for all her kisses' taste were sour!_

 _Oh we the Thulian army, are each a mighty Thane,_

 _We'll storm your flanks, and ravage your ranks,_

 _And do it all over again!_

When the lurid song had ended, the whole bunch of them erupted in cheer and applause, but I stewed in seething offense. Looking back, I think I was just being a little prudish. Canterlot high-society would have blanched and fainted if they ever heard such a song at one of their balls.

Nonetheless, I was quite upset that he would partake in such behavior, and resolved that I would return at a later time to have a long talk with King Rubicon and Queen Eras. But fate was having it's fun with me that night.

As I turned to leave, I bumped into a stallion that had come-up behind me and walked right into his chest. He was my height, with white fur and a blonde mane that went halfway down his neck. Stepping back, I saw that while he didn't have Æclypse's rugged handsomeness, his was a face to rival or surpass any of the Canterlot princes. Giving me a smile and putting a hoof to his chest, he kept his eyes engaged to mine as he bowed slightly.

"Sorry if I've startled you, but I noticed you skulking in the shadows. You are more than welcome to join us, Ms.?"

I didn't realize it at first, but the bump had knocked down my hood, so that now my neck up were exposed.

"Skulking? I wasn't skulking!" I blurted out.

He seemed amused by my outburst, "Forgive me, but I don't recall seeing you around here before, and you're certainly one I would remember."

I pulled my hood back up and denied him the satisfaction of reciprocating his flirtation. But he wouldn't be so easily deterred.

"Please, my name is Parsifal, cousin to Prince Æclypse, allow me to welcome you to Thule."

"I appreciate your hospitality, but I find that I had have quite my fill of Thule for one night."

"Come now, Do not think that all Thule has to offer is bawdy songs and warm mead. Let me show you some worthy sights, perhaps the castle or the vista that peers out to the Crystal Mountains."

Inwardly I wanted to accept his offer, but I was too stubbornly devoted to being upset.

"No thank you, and I bid you a good night."

I saw his face drop a bit, but he made a valiant effort to mask his disappointment.

"This must be a first." Came a new voice, Both of us turned to see Æclypse coming over to where we were, giving Parsifal a wry grin.

"I do think you are the first I've ever seen to resist my cousin's charm!"

Parsifal huffed playfully as he and Æclypse interlocked their right fore hooves in greeting.

"More mares have said no to me, than ever said yes to you."

At this the prince blushed, ever so imperceptivity, his eyes darting in my direction. I was at once put off my sourness by this minute gesture, struck by a shy sweetness.

"You wound me cousin, dread that tales of my romance become as well known as my battles."

He shot a glance in my direction, but only for a brief second did he dare meet my gaze.

"The lady seems set on her own private evening Parsifal, come, let us-"

Before he could finish his thought, a wicked gust of wind befell us, carrying with it bits of icy debris and a bitter chill. Parsifal was forced to shield his eyes where he stood, while the wind reached under my robe and blew it about my head.

When it has subsided, I hastily refit my clothing and noted thankfully that Parsifal hadn't noticed. But as I looked sidelong, I could see Æclypse's mouth hanging agape, staring at me with astonishment. He had seen my Cutie Mark, my wings, he knew who I was."

"What did he do?" Twilight asked, "Did he bow to you right then and there?"

"No, rather he was too shocked to find me in disguise to do anything more than silently gawk. I had to think of something quickly before he said anything.

"Good prince if it's not too much trouble, could you escort an unaccompanied mare to her destination? I promise not more than a few minutes of your time."

I locked eyes with him to make sure he understood what I was trying to say, and he curtly nodded.

"I uh, I would be more than glad to see you safely along."

Without wasting a further second I walked past him, leaving Parsifal to wonder about the stark turn of events.

"See you tomorrow cousin." I heard Æclypse say as he took the few hurried paces to catch up to me.

"Well this is a first…" Was the others reply as he watched us leave.

For a while Æclypse and I walked in quiet, I suppose he was still taken aback by my appearance. Once we had gotten far from the party, and arrived at a secluded spot where a few rough-hewn benches gave a place to talk. Finally I turned to him and lowered my hood.

Seeing me uncovered, I saw his expression open in wonder, and a fearful tinge to be in my presence.

"Princess Celestia…" he said without finishing.

"Prince Æclypse, thank you for not giving me away. Truthfully, I came here in secret to meet with you."

"With me?" he almost whispered in disbelief.

"Yes, How could I not want to meet the valiant Prince Æclypse, rider of dragons and future king of Thule?"

He didn't quite know what to say. I can't speak to what those in Thule thought of me and my sister, but it seemed that we were held in high regard to say the least.

"I am honored that you would come northward to speak with me your grace, but I cannot fathom why a creature such as yourself would deign to visit on my account."

I smiled at him, "You are too humble good prince, your tale is spreading to every corner of Equestria, soon the prince of Thule will be the greatest hero in all the land."

"Not more so than you and Princess Luna, who defeated and imprisoned the chaos demon Discord, liberating the southlands from his demented tyranny."

"Surely," Said I, " Surely there is more courage to be had in a single pony to face and overcome a beast of primordial creation than two Alicorn's equipped with the Elements of Harmony."

My compliment while genuine, made him uncomfortable. So, I decided on another course.

"Young prince, I have come to meet such a pony worthy of the great exaltation that has reached Canterlot. I believe that I have found those acclaims to be accurate."

This settled his nerves, and as I stretched out my wing to rest on his shoulder, he marveled at it for a moment, before giving me a look of hope and joy that I have rarely seen equaled.

"Princess Celestia," He spoke, and I could tell there was a wellspring of questions and curiosity about to burst forth with all the exuberance of a colt on his birthday.

"I have heard you are well traveled, and knowledgeable in matters of all kinds."

"I have learned much in my time, yes." I answered coyly, curious myself to see what he would want to know.

"If it is not too much of a request, if it.. If it is no bother, I would like to show you something, and hear what you would think of it."

Now this was interesting, and I agreed with a polite nod.

"Come hither." he said, making to leave. "It is back at our castle."

A few minutes later, we came up to a side entrance to the fortress, which rested upon a rocky precipice. A single sentry stood guard, and at his prince's arrival lowered his spear in salute. As we passed, he gave Æclypse a mirthful glance. When we had gotten quietly inside, he turned to me and explained.

"I have never brought a mare into the castle before, and many of my comrades in the guard tease me in the ways stallions do to each other about such things."

Now certain that my impression of him during the song earlier was wholly inaccurate, I committed to myself that I would be good friends with him going forward.

Keeping our hoof-falls silent, I myself took the time to examine the inside of the castle as I had not been there since the days of his great-grandfather. I saw a portrait of his family painted when he was younger, he, the king and queen, and his brother.

Having either evaded his household guard, or used his status to bypass their interest in me, we came at last to his chambers. Once the door was locked behind us, and there no longer a need for my covering, I disrobed and revealed myself in full.

Again, I saw in him the admiration one might see in a pony encountering something mythical.

"Princess, I have heard tell.. Of your mane.."

"Oh." Realizing that my mane was still depowered, I shook it out and loosed it to flow naturally.

"Is this what you were expecting?"

"It is profoundly more."

"You wanted to show me something?"

Jolted out his fixation by my question, he stepped over to the large round table that took up the center of his room. He cleared it of several books and parchments to reveal a split down the center.

"I had this table built custom for me."

"It's very nice." I told him. "But you didn't bring a princess here to show her a table did you?"

"Of course not!" he said with building excitement, "What's inside is entirely my own creation."

The two halves of the tables surface folded open at the handling of his magic. What was uncovered, took even my breath away.

Before me, laid out in the cavity, was the most detailed map of Equestria and the known world I had ever seen, carved into the wood and enhanced by the addition of topographical accents. Where mountains were, he had them, where rivers ran, he painted them in cerulean. It was very much like your map downstairs, only hoof-made.

He went on to eagerly tell me of it's construction. "Using every map or reference I could assemble to my collection, I started out with the flat surface, sketching out the terrain and landmarks. Then, once all was laid out, I began crafting the elevated features of the highlands and peaks."

"It is very impressive." I said, examining the craftwork that would befit any royal court. It's center was Canterlot, which he represented by a small depiction of the castle on the mountainside. Elsewhere were all the notable places and terrain I was aware of, going so far south as the Forbidden Jungle, and as far north as the Frozen Sea.

I saw the Crystal Empire, to it's west was Thule, and further on was something peculiar that caught my attention.

"What's that up there?" I pointed to a collection of figures to the north-west of Thule, where a series of peninsulas on the coast curved inward to the sea, to create a series of bays

"Ah!" he shouted, "This is what I wanted to show you the most! I have grand ideas for Thule and Equestria. You see here the bay of Alfdale, and the bay of Alfwin, the former of which freezes over for half the year. But for the other half, both are as open and useful as any in the south. Once I am crowned king, my great work will be turning them into Thule's own seaports."

This stunned me, Thule installing a seaport this far north would change the face of Equestrian commerce.

"A set of harbors?"

"Yes! Yes! From here I will commission two fleets of ships to sail out and establish trade relations with cities far and wide. I'm going to break Thule's ageless isolation and bring prosperity to the north that it has never seen!"

His scheme was grand indeed, a gigantic undertaking for a far-flung prince.

"A fine ambition, but have you thought of the massive logistics involved?"

"Oh I have given it great thought!" Æclypse sounded as if I had walked into his trap, and he went about producing a small library of letter parchments from a cupboard under the table.

"Ever since I was made Principate of the Kingdom, I set about on a number of correspondences with potential partners."

He began to list them off while throwing down one scroll after another.

"Saddle Arabia, GriffinStone, Trottingham, the Ponesian Empire! Are but a few."

It looked at the letters, and more than surprised, I was disturbed that such relations had taken place without my slightest notice.

"But what exactly do you plan to trade with, you and your one and a half ports?"

"Therein lies our great product, the one resource we can trade in perpetuity, the ice! My plan for which is two-fold."

He ducked down to retrieve a set of small wooden ships, and a new castle, placing them at the edge of the coast.

"During the part of the year that Alfdale is frozen, we will collect the ice in blocks, and ship them to buyers, the ships returning with goods from far away."

"Ship ice to Saddle Arabia?" I was more than a bit incredulous, sending ice to the desert. "How?"

"Yak hair!"

"Yak hair?"

"Yak hair! It's the best insulate one can find, and the yaks have agreed to a regular supply of it for their own access to the trade route. Plus, it can be woven into many useful fabrics. The yaks are poised to make a substantial profit from their excess locks."

Indeed I could begin to see his plan taking shape, a trade circuit that went everywhere but Canterlot. Equestria's capitol is landlocked by many leagues, and little but the fact that myself and Luna reside there sustain it as a place ponies want to live. Other than that, the Equestrian countryside would be as rurally populated as it ever was. His idea was grand, certainly workable, but I began to realize what this could mean for the rest of us. With the citizens still recovering from the reign of Discord, Canterlot was the only beacon of hope and stability they had. If Thule were to rise, Equestria would not have the strength or unity to survive it.

"There's a second part?" I asked him, a growing fear gnawing at my heart.

"The second part," Æclypse continued, moving a few of the other pieces into place, to form a new ridgeline starting at the bay of Alfdale and moving eastward. "Is for my greater spectacle of the two. Using the ice blocks as bricks, I will build a connected series of palaces where the climate will keep them frozen. The blocks will be infused with color, and be like the aurora borealis. From the Alfdale port, and stretching halfway back to Thule, I will create a new landmark, a glimmering light from the north. And it will be a new city unto itself, with ponies living, working, and making communities within it's glorious protective walls.

I will outshine the Crystal Empire."

As I looked over his map, where his grandiose plan was laid out, and I saw Thule rising amidst a brilliant light. I also saw Canterlot, the heart of Equestria growing dimmer and dimmer until it was overshadowed completely and left to wither on the mountain."

"Luna said that she never knew why you didn't like Æclypse, why you didn't want them together." Twilight looked away from her mentor, putting the pieces together. "It's not that you didn't like him, it's what you knew he was going to do."

"Yes." Celestia paused, wetting her lips before continuing. "And once I learned of the depth of the relationship between Luna and he, I could hear the clock ticking for the fall of Equestria"

"What do you think?" He asked me, "Princess?" I realized I had been staring, and when I looked at him, I saw that he was waiting for my opinion, to see if I would approve. He was so hopeful, so honest, and I genuinely think he was motivated by the best of intentions. But having the experience of my long years, I saw past his innocent dream and played-out the course of events in my mind.

"I think it'll work." I told him. "I think it will work." For a few moments we stood there on opposite sides of the table, Æclypse filled with faith for the future, myself with conflict.

Shortly after that I left, again in disguise I set off from his private balcony. The whole flight back my mind was filled with how to handle the situation, what could be done to alter things so that Equestria become a part of these new arrangements.

So for a while, I set about my own affairs to reach deals with the parties I was aware of. It took a long time, but I was making progress, until…"

"Until King Sombra attacked the Crystal Empire." Finally appreciating the scope of the matters that drove events, Twilight had to process things.

"Fighting tyrants and monsters is one thing Twilight, running a country is quite another. I can't just blast problems away, I can't just send them to Tartarus."

 _But you do have a habit of banishing them_. Twilight thought.

Celestia, Twilight, and Spike continued the conversation into the evening, the senior Alicorn doing her best to answer questions. It gave Celestia a sense of contentment to resume the role of mentor. She'd been a maternal figure to Twilight and Cadence for these many years that it soothed the anxieties that had troubled her these past few days. The burden of the secrets that she had kept to herself for a thousand years were lifted off her shoulders. And it felt good.

Today was a good day.

Elsewhere in Ponyville, Rarity, AppleJack, and Pinkie Pie came to rest beside the fountain in the center of town.

"Are you sure you saw them come this way?" Rarity asked Pinkie.

"Pretty sure." Pinkie propped herself on the ledge of the fountain for a better vantage around. "They came through Sugar Cube Corner chasing after that other colt, but he disappeared. After that they left and headed this way."

Applejack lifted her face to the sky, "You see anything up there Rainbow Dash?!" she yelled.

Above the square, Rainbow Dash took another quick scan of the area before shaking her head.

"Nothing yet!" she yelled back. "No sign of 'em!"

Hearing the lack of progress confirmed, Rarity anxiously tapped her hooves on the ground.

"Oh I just don't understand how they can disappear like this, where could they have gone?"

Pinkie had the tip of her tongue curled onto her upper lip, trying to think of some new lead for them to follow. Searching through the extensive files in her basement had come-up empty for information about the unknown colt, which surprised Pinkie because she had inches of information on everypony in Ponyville.

Without any warning, she felt a shiver travel down from the tip of her tail, into her rump, and down to her hooves.

"Oh, Twitchy-thitch-a-twitch!" she said, the tremors moving up her neck and shaking her face like a maraca.

For a second she paused, waiting for an indication of what her Pinkie-sense was alerting her to. Wide-eyed, she shot her face to the left and caught sight of the wanted colt as he was darting from one house to another.

"There!" She cried, pointing with her hoof to get the others attention.

The colt froze where he stood, totally surprised that he had been discovered. But as all eyes drew down on him, with a small shriek he took off running.

"Come back here! Please!" Rarity called out, she, Applejack, and Pinkie sprinting after him.

Much like before, the colt wanted to lose his pursuers by using the environment to put obstacles and distance between them, but to his dismay, fate had sent him down an unencumbered alley. If he could just get to the end however, he could give them the slip.

Just a few strides from making the sharp turn that would save him, a multi-colored blur came down in the middle of the pathway.

"WHERE YOU GOING?!" Rainbow Dash barked, using her wings to block him. He stumbled backwards in fright until he collided into Applejack's chest.

In his stark shock, the colt was immolated in green fire that burned away his masquerade and revealed the junior changeling that he was.

"Bahh!" Applejack screamed.

"Ahh!" The changeling cried,

"Ahh!" Rarity squealed.

"Ahh!" The changeling yelled… again.

"Ahh! Hahahahah!" Pinkie blurted out, laughing hysterically.

The changeling fell to the ground, terrified, and made to protect himself from the ponies that now surrounded him. It was not lost on Rainbow Dash that this was the very colt that Wanderlust had captured last night, until of course she tackled him. Now she understood.

"Alright Changeling!" Rainbow Dash growled with accusation, "Talk! Where are those fillies!"

"Please…" he begged, "If I tell you, they'll do things to me! Horrible things! They'll feed me to the snap-dragon!"

Still fearful of the adolescent creature, Rarity nonetheless remembered what was at stake.

"If you tell us where the girls are, we'll keep you safe, we can protect you."

The changeling wailed, "Ooooh! No you don't understand! You can't protect me!"

He gave them a pitiful scowl, "You can't even protect yourselves!"

 **SOME YEARS AGO**

As the train pulled out of the Baltimare station, Wanderlust leaned back in his seat, allowing his back and legs some rest. He set his saddle bags down in front of him, where they hit the floor with a _THUMP._

"Uggggg…" With a groan of relaxation, he stretched his shoulders, and settled into the backrest to get comfortable.

Just as he was about to close his eyes, he felt the motion of another sitting down next to him, her mane brushing against him.

"You getting tired in your old age?" Trixie nudged him in the side, but Wanderlust merely turned his sleepy face to hers. She had grown from a filly to a beautiful young mare before his eyes, and as she settled in her seat, it hit home for him that she wasn't the same poor little thing he'd taken off the streets of Fillydelphia.

"I'm just glad to get out of here." He said with exhaustion, remembering how their most recent stay in the city had treated them.

"Yeah, we've had better runs haven't we?" Taking off her hat, she tossed it atop his saddle bags, and pulled her cape over her shoulder in preparation for a little nap.

There was one thing however, that Wanderlust thought had been a good development.

"You know…" he began "I might have stayed a little longer if you had taken those young stallions up on their offer."

Trixie huffed, "What? Go to some party with boys I don't even know?"

I wasn't the response he was hoping for, but maybe she could be brought around. "They seemed alright to me, and I know how to spot a scoundrel or two. I think you would have enjoyed yourself."

She gave a contented sigh, snuggling closer to him. "I think they would have been terribly boring. I'd much rather spend my night on the town with you."

He was usually greatly thankful for the fact that she was stubbornly loyal, but right now it was taking on a troubling dimension.

"Come on Trixie, you really should make friends with ponies your own age. You can't hang out with me all the time, I'm old enough to be your father."

He could feel her shifting uncomfortably, "So what? I don't care. I don't have anything in common with those silly boys. Besides, you're nothing like my father. You're all the friend I need."

And there it was, confirmation of something he'd been worrying about developing. It had danced in the back of his mind ever since she joined-up with him, though he had hoped otherwise. It was Trixie's relationship with her parents that caused her to run away from home in the first place, and now she'd become too attached to him. It wasn't healthy, and it wasn't right that he allow this to continue.

Something would have to change, even it meant having to assert some distance between them. But as he craned his neck to look down at her, watching her face twitch and muzzle wriggle, he couldn't help but think of how far she'd come, and he had to admit she'd filled a void in his life that he never thought could be done. So together they had grown, a part of each other's story. And now it was time to turn the page.

 _[insert video - Metallica "Turn the Page"]_

In his memories, Wanderlust's mind flashed with images of their time traveling across the land.

 _Walking down a deserted road in the evening sun, Wanderlust looks to his right to see Trixie sauntering up to his side. For a while they continue like this, the sun setting behind them in the west. He puts a forelimb around her shoulders and she lets herself lean into him._

 _Somewhere else, in a hotel room with the curtains drawn across the window, Wanderlust pours over a book, crossing out one line after another, his face growing with discontent and frustration. Finally he flings the quill away, and puts his forehead in his hooves. Sleeping on one of the two beds, Trixie, sees his state of infuriation, she gestures to the book, but Wanderlust closes it, shaking his head before throwing his hooves up to end the conversation._

 _Another town, another year, and Trixie in playing to a crowd. Glancing at her as he passes by a window, Wanderlust grants himself a smile. But then something changes in his mind, and he resumes a search of a darkened museum storage room. Using his horn for illumination, he checks in a box, but shoves it away in consternation._

 _Entering a diner together, Wanderlust and Trixie shake the snow from their coats, and hang their knitted caps on the hat rack. Trixie fusses with her coat, while Wanderlust glances around to see a few of the other patrons giving them a curious once-over. He doesn't quite know what to make of it at first, but when Trixie finishes and gives him a peck on the cheek before she goes to the booth, he gets the picture. What they must be thinking grates on him, but he swallows the urge to start a fight and simply follows her to their seating._

 _Trixie never paid much mind to the looks others gave her, but Wanderlust picks-up on them easily. He sees their side-long stares, he sees them leaning over to whisper to one-another. They wonder what a pretty young thing like her is doing with a road varmint like him. 'is she his daughter? Is she his mare friend? What kind of ponies can they be?' . He'd like to get up yelling, asking what they were looking at, but it would just cause a scene._

 _Years before, when she's still little, Trixie climbs onto Wanderlust's back. It's early morning on the long stretch of country road, and she's still sleepy. Despite the dawn, she settles into the groove between his withers and goes back to sleep. He glances back with a smile, happy for the small things in life._

 _Now on another day, when she's older, she comes down off a stage where ponies are booing and jeering her. Wanderlust tries to offer a comforting embrace, but she pushes him away, tears in her eyes, leaving him to watch her walk off._

 _Stage lights burst on in a flash, illuminating Trixie on another stage in another city. Tonight she's in the zone, and every one of her acts is going off without a hitch. Her confidence translates into energy, and now she's got the crowd cheering. She's doing great, and she knows it._

 _Watching in the back of the crowd, Wanderlust looks on with pride. Though seeing her like this, such an advancement from the little show where he discovered her, it tugs at his heart that she is no longer the same filly._

 _Looking at himself in the bathroom mirror, he sees the reflection of Trixie laying on her bed behind him, the blankets of his own hanging half-off to the floor. Wanderlust is thinking of the life that he's led her on. She never got to settle down, plant her own roots in a community, make her own friends. He had been her mentor, teacher, companion, and virtually her father. She's never called him that but she loved him like one. She loved him._

 _In some store, he looked on as she twirled about in front of a mirror, her eyes filled with delight at seeing how she looked in the new dress. She had been telling him how she dreamed of going to the Grand Galloping Gala in Canterlot, and were passing by the dress shop when she caught sight of the gown. He could buy it for her easily, he'd love to give her this. But he couldn't go to Canterlot with her, too risky, far too risky._

 _He didn't think for a second however, that she would part with him long enough to make the trip to attend. When she spun around to face him, face full of hope, he knew he'd end-up disappointing her._

 _Not long after, he was proven correct. With the dress in her possession, she pleaded with him incessantly to go to Canterlot. At every turn he gave her his blessing, but was adamant that he himself would not go. This she would not bear, and after a long argument, she threw her dress across the hotel room and stormed out._

 _Another time, he was helping to focus her attention as she fired a series of fireworks. He spoke a few quiet words into her ear, and with the next set, she watched as they spun-out together in a spiral. She shrieked with joy. The memory transformed into an earlier one, where she had gotten a scrape on her leg, and he knelt down to clean it off with a rag as she wiped a tear from her eye._

 _Then it was during a thunderstorm, and they were both sheltered under a tree. Trixie was just big enough to huddle under his forelimbs, and when a flash of lightning preceded a sonorous boom, she shut her eyes and shivered in his protection._

 _Stepping gently through a dark bedroom, the mansion of a very wealthy pony, Wanderlust and Trixie approached a jewel box atop a dresser. As she looked over her shoulder to where the sleeping owner lay, Wanderlust used his magic to open the box. He extracted an elegant, and heavily inlaid necklace of gems and gold. But rather than be glad, he frowned and let it drop back into the box._

 _While on a boat, Wanderlust leans over a railing, his face downcast to the water. Coming behind him, Trixie's initial smile is replace by concern. She can tell he's sad about something, but there's much of his past he hasn't told her about, and she assumes it's for a good reason. So she simply walks up beside him, puts her own fore hooves over the rail._

 _Trixie and Wanderlust stroll side-by-side one another, on a desert road, down a dirt path, along a paved highway, and through a forest trail. Through summer, the fall, winter, and spring they stay together, only the road ahead of them. The sun rises and falls, the moon glows and dims. The clouds fill the sky, and the stars illuminate an otherwise pitch night. On and on, there they go._

Sitting in his seat in the present, Wanderlust stared out the window of the train. It's a rainy night and the droplets pitter-patter against the glass. Leaning his cheek to the window, he can feel the chill of the night air whipping by. Beside him, Trixie slumbers peacefully, murmuring something every now and then. So far tonight no nightmares, no unconscious mumbles of pleading with her father.

 _She can't live like this forever_ , he thinks. _She deserves better than this._ With a final sigh, he closed his eyes.

 **PONYVILLE**

 **TODAY**

Walking through the spacious halls of Twilight's castle, Spike kept his attention in the book that he held in front of him. The cover had a silhouette of a stallion wearing a top hat and a bowtie, underneath, the title read: 'Proper Dress for High Society'.

"Hmmm…." he murmured, taking mental note of some factoid. He flipped the page as he passed into a new room, tilting his head at a graphic.

 _ **KNOCK KNOCK KNOCK**_!

Literally jumping at the sound of the banging at the doors, Spike let the book fall from his grip as he sped over to the door. Twilight had been upstairs for the last few hours with the door closed, going over the books that Celestia had given her a crash course in reading.

He leapt up to reach the doorknob, and turned it as he fell back down. Rushing in, Applejack and Rarity seemed exhausted from running.

"SPIKE!" Applejack exclaimed, "It's an emergency, but you have to keep your voice down."

"What?!" The little dragon asked, putting his claw to his mouth in trepidation. "What is it?"

"It's the whole town Spike! It's the whole town!"

Walking behind Spike, Rarity stooped down to pick up the book from the floor in her magic, giving it a cursory look over.

His terror growing, Spike's eyes grew wide, "What about the town? Is it flooded? Is it on fire? Is it _[gasp]_ gone?"

"Worse than that Spike." Said Rarity standing just behind him, her voice startlingly calm.

Just as he turned to look at her, she swung the book and clobbered him upside the head with it, eliciting a sharp grunt and knocking him out cold.

"It's crawling with ponies."

Looming over his insensible form, Applejack and Rarity consumed themselves in green fire, revealing two adult Changelings in their place. One nodded to the other, and grabbed Spike in its perforated hooves, it transformed into Button Mash's mother and carried him out through the door. For a moment it paused on the threshold, looking back to its partner, "Good luck.'

Just as the one left was pushing the front door closed, a voice rang out from the upstairs.

"Spike, what's all that commotion down there?"

Peeking her head over the banister of the second floor, Twilight looked down to see Spike standing in the middle of the room, flipping through a book.

"Oh nothing Twilight, just the new book I ordered." he said with a compressed smile.

"Huh… you must've been really glad to get it, I heard you yelling all the way up here."

"You know me Twilight, sometimes I just can't contain myself."

"Allllright then." She cantered down the steps, a scroll bound in a red ribbon floating next to her head.

"Before you get into your reading, I need you to send this letter to Princess Cadence for me."

"Sure thing."

The faux Spike held out his claw, and took the scroll. Holding it vertical, he inhaled, and blew a wash of pale green fire over the parchment. The scroll vanished in the magical flame, turning to ash that wafted away through a window.

Elsewhere, in a lightless chamber, the scroll reappeared out of thin air. It fell to the stone floor and bounced end-over-end before toppling over and rolling a few paces to a stop.

It lay there a moment before a set of large eyes opened in the darkness. The orbs were a light teal, and the iris a gradient of dark teal to light green. But it was the second iris ring, of dark green that contained the pupil. The narrow slits shifted to stare down at the message, and a soft feminine chuckle of delight filled the shadows.

 _Next time on: Path of the Unforgiven_

ALL HAIL THE QUEEN!


	12. Chapter 11: Tear Away

The fever dream seemed to last for days.

Flashes of memory and dream intertwined and became one another, voices and feelings, thoughts and pain all flowed from one to the next.

But each time the internal cosmos of the subconscious settled, however briefly, he saw them again.

There she was, the beautiful white Pegasus, brown hair, black wing-tips, sparkling blue eyes. Kneeling down by the edge of a pond, humming in soft, sweet undertones, she looks up to him with adoration and contentment. By now he and she had lived in the forest cottage for years, a life of which he knew neither wanting nor regret. If this life were water he would submerge himself in it for eternity. If it were a flame he would blissfully be consumed by it.

Then through a spasm of desire and love, he now saw him. Trotting through the thick grass of the dell, the little unicorn colt glanced over to the eastern horizon. His little white body like his mother's, his mane an untamed mess of blue hair sticking out, as fresh and pure as the early morning air that turned his breath to vapor.

Then the darkness came, an isolation that permeated and soaked through the fur and into the bone. Another world around him, an alien existence of shadows and sickening green. He wasn't supposed to be there, nopony was, but yet this was home. A nightmarish alteration of what he loved, a thieving doppelganger that he knew had swept aside the original and itself become the truth.

There was no joy in this place, no pity, no comfort, and no love. And somewhere in this Byzantine horror, somewhere in a position just like his, awaited those that cried out for him to save them. But salvation would not come.

With a long gasp of air, he awoke in the darkness.

Through tired eyes that fought their own freedom, Wanderlust saw noting but himself in this chasm of limitless black. If ever a pony wondered what it must be like for the first thing in creation to gaze out upon the empty void, and see that it alone comprises all that is, Wanderlust now knew.

He struggled against his constraint, but every wriggle and every strain was made null by the material that imprisoned him. Part of his face was exposed, an air current gently caressing his fur. He grunted as he tried to ignite his horn and blast himself free, but his power failed him, dying out as it was sapped away. A tear coalesced in his free eye, remembering again how powerless he had been the first time he had been in this position.

"Ooooooo, he stirs…."

Wanderlust's heart froze upon hearing the voice. It had the audible consistency of slime, dripping with a lustful malevolence. From somewhere above him in the darkness she watched, he could feel her observing him, smelling him. Like a griffin's talon, a chill went up his spine and brought with it an ingrained terror that fueled his palpitating breast.

"My General tells me that you are an unusual pony. I wonder… Are you special? Or are you just strange?"

He knew the voice well. Though it had never spoken to him directly before, he had heard it for years, echoing around him, laughing, screaming, muttering. He was afraid of it, but moreso, he hated it.

"I know who you are." Wanderlust spoke, his own voice shaking. "I know what you are."

"Do you?" the voice responded, taking a tone of interest. "Many can make that claim. That is not what makes you special. Now tell me why my trusted General would think you were special?"

"I don't give a damn what your general thinks!" Wanderlust started to fight even more against his restraints. "I know what you monsters are! I know what you do to ponies! I know what you did to me!"

Something large scurried in the darkness, chitin armor clattering against wood. His breathing increased in rapidity, unable to move he strained his eye to track the sound.

"Hmmmm… Well that is intriguing…." It was still hard to discern for sure, but it seemed the voice had now moved directly above him.

"You think you know about what we are? What is it you think you know?"

"You're nothing but vile parasites!" He yelled into the shadows.

"Oh, do go on." the voice teased.

"You feed of the love of others, you impersonate their wives, husbands, their children!"

"That is part of the plan, yes."

"But that's not the worst of it. You don't just deceive and steal, those who you pretend to be are dragged back to your hive! Where you drain every last drop of their love away, until they're nothing but empty husks!"

"True, true. Even the ones who are most bursting with love eventually run dry. By then, well, they're just not quite the same are they? They're like dead trees; brittle, dusty, forgotten."

The cavalier attitude with which the voice spoke of the desiccation process caused Wanderlust to grind his teeth together so hard he felt they would splinter.

"You feed on our love because your kind is sterile of it!"

"Well… that's not entirely true…"

[cue: "Tear Away" by Drowning Pool]

A misshapen vine of repulsive green muck dripped down from above him, an elastic quality preventing it from touching the floor. With some mechanism of bioluminescence, the slime started to glow from within, radiating out to reveal that some large object was spiraling down along its length.

"I'm tearing away." She sang. "Pieces are falling, I can't seem to make them stay"

She landed on the floor, her tall frame somewhat discernible, but her finer features remained obscured.

"You run away… Faster and faster, you can't seem to get away."

She wrapped a hoof around the length of glowing slime, and gave it a hard yank.

All around her and filling the entire chamber, the green light expanded to reveal a space covered with feeding pods from top to bottom. The spaces in between them teeming with Changelings of all sizes. And in the center of it all, there she stood, Queen Chrysalis, head tilted to look down at Wanderlust with a mischievous smile.

"Hope there's a reason." She said, strutting in a circle around him. "For questions unanswered, I just don't see everything."

Suddenly her head was next to his, "Yes! I'm beside you!" she curled her long forked tongue around his cheek, "Tell me how does it feel to feel like this, just like I do?"

She walked past him, wiping her tail across his face. She looked out over her subjects and smiled.

"I, don't care about anypone else but me, I don't care about anypone.

I don't care about anypone else but me…" she turned back towards him, her eyes dead of emotion, "I, don't care about anypone."

"Do I really want this?" She said, striding in between feeding pods. "Sometimes I scare myself, I just can't let it go."

Landing in front of Wanderlust with a maniacal grin, she buzzed her wings in excitement. "Can you believe it?" She placed a hoof on his face, "Everything happens for reasons, I just don't know."

She took her hoof away as if she were discarding him, walking away. "I don't care about anypone but me, I don't care about anypone."

Approaching the precipice of some ledge, Chrysalis' horn came alive with energy. "I don't care about anypone else but me, I, don't care about anypone, or anything…

BUT MEEEEE!" She venomously screamed in Wanderlust's direction, a wall of green flame erupting from below to backlight her.

"Damn I love me." Chrysalis let herself drop of the ledge, but a second later was raised back up by a wave of her Changeling drones. She bodysurfed along their outstretched perforated hooves, being swung and pitched as if she were on a storm-tossed sea. Her face was in ecstasy to be supported by all her adoring spawn, Wanderlust could only watch on in revulsion at the display of perverse elation. Underneath, the drones gazed at her, mesmerized by the presence of their queen and mother, the multitude reacting as one mind, one collective organism to serve her every whim.

In unison they formed a crest, with Chrysalis at the apex supported by the living throne.

"I don't care about anypone else but me, I don't care about anypone."

She was carried back to the ledge, and set down. "I don't care about anypone else but me. I, don't care about anypone, or anything…"

The Changeling queen stalked towards Wanderlust, her head lowered like a predator. "I don't care about anypone else but me, I don't care about anypone…" She stopped just inches away from his face, her gaze that of a total sociopath.

"Lady…" Wanderlust said, "You're insane."

At this Chrysalis merely grinned, raising her head to loom over him.

"Come now, any ruler knows you have to be a bit of a monster to get things done."

She tilted her head, angling herself to his side, sniffing at him like an animal. Her nostril scrunched with the perception of some note. "There is something odd about you… let's have a taste shall we?"

Wanderlust's eye widened in terror as her horn alighted, and her tongue formed a coil. Slowly, a vapor of pink mist fumed off of him, sucked into her salivating maw. She inhaled the smoke of love with a gasping sound, her eyes rolling back when she tasted the siphoned emotion.

"Owwwwwww…." She shuddered in pleasure, her whole body quivering. "That… That was intoxicating! Varus was right, there is something special about you."

"His name is Wanderlust, my Queen."

From the shadows behind him, the Changeling general Varus stepped forward, two of his guard in lock-step at his flanks.

"Apparently he's newly arrived in Ponyville, but already making quite a stir with the Princess and her friends."

"General Scintillious Varus…" Chrysalis cooed, striding up to him to gently take his chin in her hoof. "My darling little bug, you've brought me a wonderful gift."

"Anything for mother." He purred.

"hmmm.. You do love your mother." She said, "More so than your brother and sister I wonder?"

Varus's mouth contorted in a sneer, "Crassus and Magna don't deserve your affection like I do. I know I serve you most faithfully."

"Speaking of serving me… How goes the operation in Ponyville?"

Varus smiled. "All goes according to plan, Mother. The dragon messenger maintains cover, the outskirts of town have been secured, and replacement continues without delay."

Hearing that, Wanderlust cursed under his breath. As the Changelings were behind him, this was the first opportunity he had to examine his surroundings properly. The feeding pods were all occupied, tended to by changelings that buzzed from one to another, checking their integrity. He saw a number of ponies, but mostly to his surprise, he saw another race.

" _Deer…_ " He thought to himself. " _She's got nearly a hundred deer trapped."_

"Like the new décor?" Chrysalis snickered, letting her tongue tickle his cheek. "I needed a new stronghold to conduct my siege, luckily, the Kingdom of the Thicket provided just what I needed.

Granted the locals weren't the most welcoming, but, we came to terms rather quickly."

Wanderlust was hard pressed to think that any species would join sides with such a malignant breed of creature. "The Deer have betrayed their alliance with Celestia?"

"Oh no, not in a million years. But I came to an agreement with their King, and after that the rest of them practically threw themselves at us. Why don't you say hi to King Aspen?"

Chrysalis extended a hoof to where a battered throne stood, parts of it broken and charred. Sitting in the seat was a single feeding pod, inside was the comatose form of a tall stag, white fur with light brown patches, and a crown of antlers. His face was stuck in a wince of pain, as if he were conscious of the precious vitality being farmed from him. At the foot of the throne, lay his royal adornments; a quartet of gold sabatons, a pair of antler cuffs, and the chest piece centered by the ruby valentine and tuft of purple fur. The Hart of the Forest had been conquered.

"Once the king was in my grasp, the rest tried so valiantly to come to his rescue. Hmhmhmhm, but these brave recluses had no idea what they were facing in the Changeling hive, and before long, the Thicket was mine."

In sadness, Wanderlust reflected on the fact that yet another city had fallen to the Changeling menace. In the pods that surrounded him were whole families, generations of this tribe reduced to fodder for the hive. He could feel the fire in his chest burning.

"Tell me, Wanderlust.." Chrysalis teased, "Of the ponies I've captured, do you recognize any?"

She leveled her hoof over to where a fresh collection of pods sat clustered together by a window. Glaring at those trapped within, he saw among others a green unicorn, a bat pony, and a light blue unicorn.

"Trixie…" He gasped, horrified to see her immersed in the vampiric liquid.

"He was calling after her when we found him." Varus explained, "I was given to think he cares for her a great deal."

Chrysalis raised an eyebrow, coming around to give Wanderlust an eager smile.

"So, you love her do you?"

Again her horn lit-up, and she opened her mouth wide to pull another torrent of manifested love from him. He tried to resist the spell, but the strength of the changeling magic, and from none less than the queen was too forceful for him in the weakened state.

"No…" Wanderlust cried, feeling his willpower failing him. "I won't be your battery, I won't live like this! Not again!"

Chrysalis closed her eyes, savoring the flavor. "You amuse me Mr. Wanderlust. I think I'll keep you around for a while."

 _Hock… tuuw!_ Spitting a glob of spit onto her cheek, Wanderlust glared at her. "I'll see you rot in Tartarus you evil- GAH"

A sneering Varus lashed out with a beam from his horn, striking Wanderlust in the side of his face.

"Wretched pony! You will suffer for that disrespect! Your friends will suffer! And you will watch!"

"I'm sure he will." Chrysalis said coldly, wiping the slobber from her face. "In the meantime my little bugs, I have other matters to attend to. When I return, General Varus, I expect his spirit to be broken."

Varus and his attendants bowed their horns to the floor as she walked away. "It shall be done my Queen."

"And do take care to position the incoming pods where he can see them. We wouldn't want our guest feeling lonely."

A chuckle began in the back of her throat, rising by the second until it became a laughter that echoed off the walls, filling the space with her mad joy.

Wanderlust watched her disappear down a hall, leaving him with the Changeling soldiers, and an aching sorrow for what he knew she could do to a town like Ponyville.

Since he could not move his head, General Varus had to step around to peer into his face.

"You. You speak of having been our prisoner before." He said suspiciously. "How is this possible? Where did this occur? If I find your answers acceptable, this will go relatively quickly."

Had he the ability to shake with rage, Wanderlust would barely be able to stand.

"When I get out of this…" He growled through his teeth. "I'll make every-single one of you pay for what you did to my family."

Varus was not impressed, his spotless eyes expressing only a narrowed gaze.

"Unlikely."

The next thing Wanderlust remembered before blacking out, was the perforated hoof coming straight for his head.

* * *

 **PONYVILLE**

Thunderlane was typically a quiet guy, minded his own business, helped take care of his family. He was no pony you'd ever see going out of his way to be noticed. Unless it concerned his little brother.

"Rumble? Rumble where are you?" Pausing over the market district, the grey Pegasus stallion scanned for any clue to where is little brother might have gone.

At first he thought that Rumble was just hanging out with his new friends, but by now with the sun going down, he should have been at the pick-up spot over an hour ago. Thunderlane could feel in his gut that something wasn't right.

The second shift weather-ponies were moving a new batch of rain clouds into place, a light shower planned for sometime tonight when third shift took over. A massive body of clouds to the west blocked a good deal of the setting sunlight, creating a surreal atmosphere from his vantage point. Climbing higher, he shifted his attention among each indication of movement, and at last, saw something helpful.

Trotting mindfully through the streets of Ponyville, Pinkie Pie, Rarity, Applejack, and Rainbow Dash surrounded the now disguised Changeling which Rarity carried in her magic. He squirmed nervously as his involuntary bodyguards made sure to avoid crossing paths with anypony, a task they were thankful the incoming rain clouds aided.

"I promise ya." Applejack said out the side of her mouth, "As soon as we get our fillies back, we'll take you straight to Princess Twilight, you'll be safe there."

"I hope you're right, for all our sakes." The colt shuddered, trying to keep his head tucked between his shoulders.

"What's your name?" Pinkie asked in an uncharacteristically sober tone.

"It's Arthon."

"Arthon, how long have you been in town?"

"Oh we've been here for weeks." He admitted casually. "Ever since we moved our hive into the Everfree forest."

"Rarity, are you sure we shouldn't split up and go tell Twilight?" Rainbow Dash complained, "She should know about this right now!"

"She should know about it as soon as possible darling, but Applajack is right, with Changelings around we'd best stick together." Rarity glanced sideways to where a small group of ponies were talking at a café table. Knowing that any pony they saw could be a Changeling unnerved her to no end, ponies she had known her whole life could turn on her in a second.

"You're not wrong." Arthon whined. "I'm just a grub, the lowest rank of a Changeling. I only get told what I'm needed, there could be dozens more replacements that I don't know about.

Applejack poked her head around a corner, "So why you telling us all this by the way huh? Ain't you betrayin' the hive or something'?"

Arthon grew a bit of a scowl; "You didn't give me much choice when you abducted me. It wouldn't mater if I told you anything, if we got caught now, they'd treat me like a traitor."

His face eased a bit, thinking of other motivation. "Plus, I don't really want to see anypony get hurt. We're all just so starving."

"Starving or not Arthon." Rainbow began with emphasis. "If we find out you're lying to us, I'm personally gonna-"

"Shhh! Quiet!" Rarity hissed.

Coming down to meet them, Thunderlane's anxious appearance put them all on edge. Slowly, Rarity put Arthon down, trying to make it all appear as normal.

"Hey you guys.." He greeted them with worry in his voice. "You haven't seen my little brother Rumble or his friend Shady Daze around have you? I think they were hanging out with the Crusaders today."

The mares hesitated to answer for a number of reasons. Warning him about the Changelings could start a panic, making it hard to organize the resistance, and tip off the enemy. Worse, this Thunderlane himself could be a Changeling, and telling him too much would put them in immediate jeopardy.

When they didn't answer him, his façade of a grin folded into a frown.

"I just… haven't seen him in a while, and I'm getting kinda worried is all…"

"We, um…" AJ started, unable to construct a coherent lie. "We were just, ah…"

But Pinkie chimed in to save her. "We were just heading over to pick them up. They're all at their friends house."

"Indeed!" Rarity added in, compounding the false narrative. "It seems they've gotten a bit carried away with their playing, and their crusader-ing, and ah… their little cohort here came to let us know."

Arthon, wide-eyed and tight-lipped, nodded his head.

"Oh… alright." Thunderlane said through a sigh of relief, "I'll just tag along then and pick him up from-"

Rainbow Dash put herself in between him and the direction they were heading, bracing a hoof on his chest with a painfully forced smile.

"That's ok Thunderlane, I can ah, drop him off for you."

For a moment he just blinked, but then he tried to get around her.

"I appreciate it Rainbow Dash, but I really should-"

Again she blocked him, "Ya see, he actually uh… Kinda wants me to fly him home for once."

Thunderlane was incredulous, but to Dash's relief he stopped trying to bypass her.

"What? What are you talking about?"

"Scootaloo!" She exclaimed before a another thought came to her. "She said that Rumble was telling her that he'd like to have me give him a flying lesson sometime. So I figured I'd surprise him!"

"He's never told me anything about that." Thunderlane sounded a bit wounded.

"Yeah… I guess he didn't want to feel bad or anything. You know, since I'm the most awesome flyer in Equestria and all."

Thunderlane looked at her for a few moments, and she saw the mixture of emotions fighting to be expressed.

"Okay." He said "I uh, guess I'm glad he wants to learn from the best."

"I'll take care of him Thunderlane." Rainbow said mostly to herself. "He'll be home before you know it."

"Thanks Rainbow." Thunderlane gave her one last nod, turned, and headed off.

The girls watched him leave, the colorful Pegasus slumping her shoulders. Dash whipped around and fixed Arthon with a hard glare, her upper lip twitching.

"I've know Thunderlane since Junior Speedsters Flight Camp, and I just lied to him about something very important. You'd better not be pulling our legs."

Some time later, the group arrived at the home of Button Mash and his mother. Knowing however, that it was no longer the authentic ponies who resided there, they approached with caution, circling around to the back of the house.

The sun was nearly behind the western horizon, and only a few degrees of the fading light left to them. Pinkie Pie slide from cover to cover, a bush, to a tree, to a rock half her size that she disappeared behind. Walking quietly but hurriedly, the others followed behind her, each of them keeping an eye out to make sure they were left alone.

"You sure this is where they took 'em?" Asked Applejack, behind her the floating Arthon nodded.

"I saw the others march them in there. I know we use some of the outer houses to store pods for easy feeding."

Hopeful, the girls came up to the back door, Rarity standing on her hind legs to peek in through a window. Inside she saw only darkness, no light, no indication of anything animate or inanimate that might be waiting for them.

"The lights are out." She whispered as the others passed behind her. "I can't see anything in there."

Rainbow crept to the door, and testing the knob, found that it was unlocked. She pushed it ajar slowly, careful not to let the door creak, and moved her head inside. Given the aid of the weak light behind her, she could make out the outlines of the furnishings, a couch, table, rug, but not much else. Determined but still afraid, she swallowed a gulp of her trepidation and forced herself bodily into the room.

The first thing to greet her as she entered, was a strange musky smell, like something organic gone stale, not quite repulsive, but not very pleasant.

 _Why is it so dark in here?_ She wondered, her superior Pegasus vision piercing the shadows, their job cut out for them because most of the other shades were closed, leaving the house in pitch darkness.

Suddenly a light manifested, illuminating the room in a soft white light. Coming up beside Rainbow, Rarity let her glowing horn show them just how empty the place was.

The pale unicorn shivered. "This house is positively chilling, it's like nopony's lived here for weeks."

The four mares spread out into the other rooms, but each came back disappointed.

"Let's check upstairs." Applejack suggested. The light on the flight of stairs cast a long shadow of bars against the wall. _It's a good thing Fluttershy isn't here,_ she wanted to say. _That girl'd be scared stiffer than a chicken in a fox's den._

Arthon, who now rode atop Pinkie's back, sunk his head as he gazed about the ground floor. Incapable of leaving anypony alone to suffer in fear, Pinkie used the curl of her mane to give him a comforting caress, whispering back to him.

"Don't worry little guy, when this is all over, I'll throw you the 'Welcome to Ponyville party' you never got."

Arthon stared at her incredulously, marveling at the smile she gave him.

Still leading the way, Rainbow thought of a chapter from a Daring Do book, when the heroin had to creep her way through the lair of a tribe of hostile pigmies. What lay ahead for the adventurer was a priceless statuette of an Alicorn carved from a giant pearl. Upstairs, what Rainbow hoped to find was infinitely more valuable.

Briefly her mind flashed to the meeting with the _author in cognito_ , and wondered what stones might be uncovered in the investigation. Yearling's warning that Wanderlust wasn't being truthful about himself seemed to have been justified, but now the Changelings had thrust a new dimension onto things. Maybe he was secretive for good reasons? Maybe he could be trusted?

Those where questions to think on later, right now the children were in need of rescuing. She beat her wings ever so gently, just enough to keep her afloat as she went up the stairs. The threshold of the second floor remained an impenetrable wall of darkness, beyond which might as well exist all manner of monster and demon.

She glanced over to the pictures that hung on the wall, happy pictures of Button Mash and his mother. How they managed to live in a house that became this terrifying at night baffled her. Rainbow imagined that when the real ponies were here, there was much more life and love.

Rarity stayed close behind the Pegasus, her mind unencumbered by the miscellaneous, and focused solely on recovering her little sister. It was unthinkable for her, morbid beyond contemplation that they should find the children trapped in the Changeling pods. To see their innocent faces being drained of love, enslaved to the ravenous hive was more horrible a fear than anything this empty house could conjure. And so she proceeded on undeterred.

Finally reaching the top of the staircase, Rainbow Dash hesitated, as if the darkness was more than just a construct of structural circumstances, but rather passage through would deliver her to some alien dimension. Rarity pressed on however, walking past Rainbow to enter and breaking the spell.

Standing alone for a moment in the upper floor, her light shone that the room was surprisingly empty. Marks in the carpet told where furniture had been positioned, and light spaces on the walls where pictures had been hung.

She swung her horn around and made the disturbing discovery that all of the room's fixtures had been piled in one corner. In no particular order, the couches and chairs stood out from the indiscriminate layering of framed pictures, cushions, toys, and other household items.

"Freaky-Deaky…"

Rarity was so startled by Pinkie Pie's sudden intrusion to the quiet, that she shut her eyes and froze in place, not even breathing. Slowly, very methodically, she exhaled, and opened her eyes to see Pinkie standing next to her, still staring at the corner.

"Pinkie, dear, could you please not startle me in a dark and spooky room please?"

"I'm sorry Rarity." Pinkie apologized. "I honestly thought you'd already seen the scariest thing in here."

"What?"

Pinkie pointed her hoof towards the ceiling, where the outline of several roundish objects Rarity now saw hanging above their heads. In the moment she tried to perceive some greater detail, a droplet of something slimy fell down and splashed onto her nose.

And that was entirely too much. With a yelp, her light went out and she tried to turn and flee, only to collide into the oncoming Applejack. With a series of grunts and banging sounds, they fumbled in the darkness.

Then things went quiet for a few seconds. The next sound, being a small but sharp _click_ , coincided with the entire room being lighted. Standing next to the light switch, Rainbow looked on with puzzlement at the tangled heap of orange and alabaster limbs.

"Found the light." She said unenthusiastically.

"That's all we'll find here." The sadness in Arthon's vice drew then all up to the ceiling where several empty feeding pods were attached. Each of them looked like a broken egg, with a portion smashed open, a few languid trails of the inner goo reaching down from the edges.

"We're too late… they've been moved to the hive!"

The revelation giving Applejack some extra motivation, she leaped to her hooves, face twisted in worry.

"But you said they keep some ponies around for easy access!"

"They do!" Arthon yelled defensively, cowering where he sat on Pinkie's back. "Something must have changed! Either Queen Mother is calling them all in, they know that they've got the little sisters of the Element bearers, or… Oh no, or they found out I was bringing you here! The pods are still dripping! They've been gone less than an hour!"

"Then we can delay no longer!" Rarity cried out, marching right back down the stairs they'd just come.

"We have to tell Twilight and get the band together right this instant! If we're going against the Changelings, we're going to need all the help we can get."

* * *

 **THE OCCUPIED KINGDOM OF THE THICKET**

 _Oooooo… this is getting old._

Wanderlust opened his eye painfully, bruised and swollen as it was from the blow earlier. Before him, staring straight back was the expressionless Changeling, General Scintillious Varus. Another, unadorned one was speaking something into his ear, too low for Wanderlust to hear any, but when finished, Varus grew a contented grin.

"How good that you are awake." Varus welcomed, dismissing the other with a raised hoof. "I was just being told about some of your activities in town. You've been very busy in your short stay. Quite concerned with the Element bearers, and one in particular."

Through the throbbing pain in his face, Wanderlust glared at him, unwilling to show even an ounce of weakness, certainly not in front of a Changeling.

"Yeah? What do you care?"

Varus narrowed his gaze, "It's a very curious thing, wouldn't you say? You seem to have one layer of intrigue after another."

The Changeling general never broke his stare as he maneuvered around to the opposite side, out of Wanderlust's field of vision.

"I will ask you again about your claim of prior contact with us. Should you continue to be… disagreeable, then I will employ more coercive measures."

His body was immobile, but his insides were a tumult. The unicorn bared his teeth in a savage smile.

"I've had worse then anything your scrawny behind can dish out. Bring it on you little parasite."

Varus' horn alighted, and the feeding pod around Wanderlust matched it. Wanderlust's eye went wide in a second. A scream started to form in the back of his throat, it began low, more of a sustained heavy exhale. Then it grew, magnified, until it rattled his teeth. Still resolute in defying his captors demands, he bore the pain for the duration.

When it was over, Varus tilted his head as he pursed his lips. "Now speak plainly, in what manner did you encounter us before?"

"Go…" Wanderlust said through his grimace. "…skewer yourself!"

Without another word, Varus turned the pain back on. The process repeated itself for the next few hours, the general asking one question, Wanderlust insulting him, and another stretch of agony. Over time, Varus' patience began to falter, the questions becoming angrier, the punishment erratic in it's application. But through it all the stallion's determination remained, his resolve hardened under the pressure.

Eventually, a frustrated Varus simply walked away from his prisoner, concluding at last that these familiar techniques were not working. He turned to face away from Wanderlust, his upper snout twitching, several beads of sweat trickling down his chitin.

"huaa…huaa…" Wanderlust breathed heavy, his nerves and muscles exhausted from hours of withstanding the Changeling's lash.

"What's a matter?" He grunted. "Huh? When are we gonna finish this warm-up and get to the good stuff?"

A seething Varus twisted back around, his tongue extended in a ireful hiss. "The good stuff indeed!"

Varus marched right up, nose-to-nose with Wanderlust, "Who are you that you can resist? Hmm? By what means do you persist?"

"You wanna know my secret?" Wanderlust asked, drawing him in closer.

"I demand it!"

As Varus leaned an ear closer to Wanderlust's mouth, his desire to extract anything from this pony blinded his better sense.

"I really," Wanderlust started. "really, hate Changelings."

Varus recoiled, glaring at him with a sneer, "You'll eat your words!"

The pod lit up again, and another round of torturous magic binding ensued.

"Oh give it a rest already Varus."

The unexpected female voice caught the General's attention. In one simple sentence, it was nagging, condescending, and thoroughly annoyed. Stepping out from a hall, another Changeling, likewise adorned in armor that bespoke a rank of privilege, approached. Much to Varus' apparent irritation.

"You've been at this for hours brother, clearly your methods, like all your other achievements, are lacking."

Varus scowled, "He's an unusually difficult pony, Magna, I'll give him that. But hardly unbreakable, Nopony is."

"Be that as it may, you're wasting time. I'm going to take a crack at him."

She came around to where she and Wanderlust could take each other's measure, and studied him for a few moments before coming a few steps closer.

"I am General Pernicia Magna."

"So are you this clown's sister or something?" Wanderlust asked with no little bit of insolence.

Magna curled the side of her mouth into a small grin. "All Changelings are brother and sisters, one big happy, starving family."

"Well why don't you all just starve a little longer." He suggested. "Then maybe you and I might get along."

Magna allowed her smile to spread, and she placed a hoof gently on his swollen eye socket.

"I'm not a brute like he is, Mr. Wanderlust, but I have my own methods. So if you tell me what I want to know, I can see to it that you're taken care of since our queen has taken such a liking to you."

"Is that an invitation?"

"It could be." Magna teased, "Just tell me about your previous encounter with us, and we'll see."

"Well in that case…" Wanderlust paused a few moments, as if to gather his thoughts. "Why don't you choke on a rock."

In a flash her smile vanished, "Fine. We'll do things the fun way."

Magna consumed herself in green fire, and when it dissipated, she stood transformed into Trixie, and fixed him with a sad grimace.

"Is that what you want to see me do Wanderlust?" She whined in a mock plead. "Do you want to see me choke?"

Wanderlust didn't respond, he just continued to glare. The faux Trixie raised her hooves to her throat, and began to make gagging sounds, wincing in the pain of imagined asphyxiation. Her breath came in short, sharp gasps, her eyes locked onto his.

He tried to avert his gaze, but she threw herself over the pod in dramatic fashion, pawing at her neck desperately. Unable to avoid the sight, he shut his available eye; she was beginning to get under his fur, and she knew it.

"Help me Wanderlust, helllp meee…" She begged with a tiny hoarse voice. Reaching out, she laid a hoof on his cheek to weakly caress it.

"Pleeeeease Wanderlust…. I _[gasp]_ love _[gasp]_ you…"

She let her hoof fall away, and collapsed bodily to the floor beside him with a final exhalation, splaying herself out limply. Wanderlust took deep breaths, trying not to look, but he couldn't stop a tear from rolling down.

The tear fell from his cheek, rippling momentarily as it broke free, and descended to the ground with an imperceptible splash.

The imposter tilted her head up, and saw the tiny spot of moisture.

"Are you crying?" She asked, sounding surprised. "You're crying aren't you?!"

She loosed a wicked laugh as she wriggled on the floor. "You stallions are such saps for a pretty face, and you love this one so much don't you?"

"Shut up." Wanderlust muttered between clenched teeth.

"Tell me, what is it you love most about this mare? Is it the way she bats her eyes? Is it how she flicks her mane in your direction?"

"Rot in Tartarus." He cursed.

"Come on… A handsome guy like you, and pretty young thing like this? Don't lie to me and say you've never thought about spending a nice, warm night together, having her nestled against your big strong chest."

The words cut into Wanderlust's mind, reaching back into his memories of winter nights spent with Trixie. She was just a filly, and her whole little body was curled up in the crook of his foreleg.

"Did she look up at you with her doe eyes by the firelight? Hmm? Did you lean down, and, giver her a little-"

"SCUM OF THE EARTH!" Wanderlust bellowed.

"Now you're speaking my language!." Trixie rose to stand, using her hoof to pry his eyelid open. "Call me names. Get all worked up." She bit her lip and smiled. "I've got a pet name for you."

She leaned in and whispered into his ear, letting her nose just barely touch his lobe.

"Did she call you 'Daddy'?"

Wanderlust's eye popped open, dilated and seething with rage. For a few heartbeats the two stared at one another so close they could see the tiny details in the iris. His breathing calmed, coming in measured cadence, and he refused to give her any sign of breaking.

This was not the result she was expecting, and she craned her neck away and examined him curiously.

"You won't say, but I can tell the time you spent with us before did a real number on you, didn't it?

"Brilliant deduction Magna." Varus chimed sarcastically from where he was lounging against the pod containing the green unicorn. "Your methods are truly far superior to mine."

Green fire washed over Magna, and her true form was revealed, scowling at her changeling brother. "I got further with him than you did after your hours of wasting time."

Returning her attention to Wanderlust, Magna went through her appraisal with a cold tone. "Clearly your boast is true, no pony could harbor such animosity and tenacity on a bluff. I believe you were a provender at some point, but that's not the source of your anger is it? No, I've seen ponies dragged into feeding pods kicking and screaming more times than I can count. The stink of fear is enough to make your eyes water. But you, puzzle box that you are, you're like another creature entirely."

She stalked around behind him, sniffing like a dog. "You have the very distinct scent of hatred coming from you, and that by itself is unusual in the extreme for you ponies."

Magna faced him, not in a teasing manner, not to goad him, but like a scientist examining a specimen.

"Your kind is typically so full of love, and joy, and tolerance it makes me sick."

She dragged her nose across his fur, taking a long whiff, and shook her head when she finished. "There's nothing in you that wants to be friends with us, nothing that sees us as basically good, nothing in you that fears us. Nothing in you but hate."

Magna turned her head towards Varus with a smugly raised eyebrow. "I think that's an accurate assessment."

"Not entirely."

Wanderlust's mouth twitched, and both Changeling Generals were curious to listen to him.

"I look at you, and your right, I feel an indescribable amount of hate. But there's something else, something you can't sniff-out as easily as a base emotion, something a bit more nuanced."

"Oh?" Varus asked. "And what would that be?"

"The anticipatory satisfaction of knowing my revenge is nigh."

At first the Changelings balked, then Magna began to chuckle. "That's hilarious!" She taunted, using her extended tongue to tickle his swollen eye socket. "You're in the middle of our Hive! There's no escape, no hope, no revenge for you here."

But Varus was calm, the tumblers of his mind falling into place.

"You were right Magna, at least about one thing." He stepped in front of her, "It's not for himself that he's filled with such animosity, he lost somepony or somponies very close to him. Family, I'm guessing."

"Indeed Varus." Magna grinned. "That sounds about right. But who could it have been? His parents, maybe?"

"No, no, no." Varus countered, the confidence in his voice growing. "It must have been much dearer. I'm thinking, a wife, and at least one child."

It was minute, almost undetectable, but a wince in Wanderlust's face betrayed him.

"And there we have it." The Changelings bared their fangs in triumph. "Join me, will you sister?"

"I'd be delighted." Magna conceded.

Together their horns glowed bright, and Wanderlust's pain began again.

* * *

 **LONG AGO, ON THE OPEN SEA**

 _I remember the waves were mild, the breeze cool, and the only sound on the ship was the creaking of the hull. We were all low to the deck, keeping as low a profile as possible. I was positioned near to the bow, for my job was important, and I like all the others, waited on baited breath for the signal._

 _A few paces beside me, Salty Veins glanced over to give me a reserved nod. In front of me Ruffles flexed his wings very slowly, careful not to be too noticeable. Some of the others, like Barnacle, Lofty Thoughts, and Sea Strand, were just as eager as I was to be free of this uncomfortable position, but we all knew the timing had to be precise._

 _Ahead of us huddled up just behind the prow, Captain Skorn stared out, not moving a muscle, not making a sound. When he felt the time was right, he'd give us the command and signal, and every one of us would be put into action._

 _One week tomorrow will mark my twelfth year as a part of the Red Talon's crew. Twelve years since they dragged me off the island, and saved me from a lonely fate. Twelve years of being Sable Star, the name I had given myself to christen this new life of mine, and leave behind the sorrows of my past. Twelve years of searching for the means to fulfill a mission I swore my life to, and redeem my honor to those I had failed._

 _But at the outset, this had been more happenstance than anything. I had never planned to spend years as a pirate, roaming the seas for plunder. No, this was a pastime for me, a means to an end, until I at last could take my destiny in hoof. Until I could find Honalee._

 _I remember when the decision was made that the Red Talon would be my vehicle along this path of mine. It was made somewhat in the moment, a gamble, and looking back, the consequences of my pick would change the lives of many more than just the banished Prince Æclypse._

 _ **TWELVE YEARS PRIOR**_

 _I had only been with the crew a short time, when we got into that brawl on Consta Servaro._

 _We stumbled out of the tavern at nightfall, Ruffles, Salty Veins, and I. Laughing as hard as our lungs could allow, we had just come to the end of hours of drinking and revelry. I had come back downstairs from my encounter with the mare, and it would be weeks before it occurred to me that I never asked her name beforehoof. Greeted by my comrades upon my glorious and staggering return, we then enjoined ourselves to humorous stories and bawdy songs._

 _Captain Skorn had compensated the owner Ogham Scratch, for the damages done in the fight, and aside from a few scratches in the beams, and the table I had destroyed, we were in good standing. The ambitious captain had departed us earlier to attend his own business, leaving the three of us to our own devices._

" _So then… So then my sister, right…" Ruffles had been drunk for hours at this point, and he'd been trying to tell me the same story about his sister for the past 40 minutes. Though he had yet to get past the first sentence. The Pegasus was still stammering on when Salty got himself around to supporting Ruffles with his body._

" _I'm gonna get this little flyer somewhere he can sleep it off." Salty wasn't much better off then us, but he was older and handled his drink with the maturity of his age._

" _You got some thinking to do I imagine. Take the rest of the time to yerself, we'll be shoving off the morning after next. If you care to join us that is."_

" _I may see you there Salty." I told him as I began to walk away. "Or I may not. Have a good night."_

 _Parting with a trade of nods, I turned to continue my exploration of the island hamlet. My coming around to the rear of the tavern happened to coincide with Ogham Scratch pushing out the broken and mangled wreckage of our battle with the griffins. I felt bad that my bumbling had caused some of the damage, and so wanted to offer some kind of help._

 _He was nudging the pile through the door and towards what I assumed was his trash collection. I took the broken pieces in my magic and deposited them into the wooden pen with other bits of discarded material._

 _Ogham didn't thank me right away, instead he gave me a hard look._

" _If ye be wantin' a thanks, ye might have considered not breakin' the bloody table in the first place."_

 _Not knowing how to quite respond to that, I choked on my words, and tried to lower my face from his gaze. Sensing my discomfort, he snorted in amusement._

" _Ah, don't you go making to big a fuss of it boy'o. Hardly be the first bit of furniture got broke in there. And the truth of it be, that them eagle griffins had been a thorn in the side of us regular folk for weeks. Thinkin' they was runnin' the island they did."_

" _Oh." Was all I managed to blurt out before I almost lost balance. Ogham chuckled at the sight, and extended a hoof to help steady me._

" _Ya know lad, we could use a fella like you around here, seeing as how you knocked that buzzard clear across the room while ye was fool'drunk. Lad like you could do real nice for yourself here."_

 _It may have been the drink, it may have been the light of the moon, but somehow I knew that I was being faced with a decision that would set the course of my life. Staying here meant rebuilding a life, making friends and becoming part of the community. Could I do that a third time? Could I anchor myself to this place like I had done in Aquileia?_

 _Or, I could escape back out to sea. I could continue to search the world and carry out the promise I made, chasing a legend. But would it be worth it, even if it were possible?_

 _This island offered an escape, a tempting alternative to the life of hardship and danger that promised to be my future if I stayed on this path. But right then I was too tired and tipsy to think straight, much less give a thought like that the consideration it deserved._

" _Uh, let me think about it." I told him as I headed on down the street. "I'll see you tomorrow."_

 _Most likely he understood my condition, and he probably thought I hadn't even retained a thing he said._

 _Ogham nodded his head. "Aye lad, 'till tomorrow."_

 _The sway of the drink was beginning to take back control, and with every step I felt myself losing the struggle against sleep. I walked through the neighborhoods for some time I could not recall, and eventually found my way to the beach._

 _There was a rock jutting out of the sand, pockmarked by years of exposure to the corrosive salt spray. Letting out a long breath I lowered myself down next to it for support, I sat in the sand and began humming a tune._

 _I had picked it up from Luna, and never has it left me. She told me of a song she would sing as she traveled through the dreamscape, on her own special pursuit. For ever since the defeat of the chaos demon, the Alicorn sisters had become gods among us. Due to Celestia's attributes she had emerged the general favorite, the bringer of the dawn, statuesque and beautiful, avatar of the warm and life-giving sun._

 _Luna, architect of the night, however had received a much different following. Her work was done in the dark, while the world was aslumber and resting. By herself she crafted the night, sky twinkling and alive with a thousand and more lights, constellations and nebulae, works of astounding art that stretched across the firmament._

 _She had expressed to me feeling of not being appreciated for her work, that she felt the ponies of Equestria ignored all she did for them. I told her that she got the better of the arrangements than her sister. For while Celestia got to raise the sun, it was a jealous light that would tolerate no other beside it. Luna's light was more generous, and shared the sky with all its little friends. That is why, if the moon were ever in danger, or needed help, the stars would aid it._

 _But she did not need me to find joy in her own activities. She revealed one night that she found a special love for all the lonely little fillies and colts, whom she felt a bond with. It was often her nights fun to visit them in their dreams, and bring them along as she soared the astral plane. Unicorn, Earth Ponies, they could all fly with her among the clouds under the soft gaze of the moon._

 _She called them, her 'Children of the Night'._

 _I like to think she would have made a wonderful wife and mother. I know my parents would have loved her, and Thule would have blessed her as their new queen._

 _Looking up to the moon, at that strange silhouette, I wondered what kind of life she was living now, if she was happy._

" _Come little children, I'll take thee away." I sung to myself, eyes closed and rocking side to side. "Into a land of enchantment. Come little children, the time's come to play, here in my garden of shadows."_

 _I don't think I got to the end of the song before I slumped over asleep._

 _Awaking late the next morning with a headache and no small amount of sand stuck to my mouth, I opened my eyes in surprise. It took me a few moments, but I finally remembered where I was, and parts of what had occurred the night previously. Peering out through the matted hair of my mane, for a few minutes I watched the waves splash against the sun lit shore._

 _At some point during my unconsciousness, I had rolled onto the sand and nestled myself into a groove. A seagull that had perched itself on my flank squawked in protest as I tried to right myself, batting me a few times with its wings as it took off. I waved a hoof at it lazily to no effect, and got my hooves under me._

 _I washed myself in the surf, wading out far enough for the waves to crash against my chest. It felt good to be immersed in the water without my life being at stake. The tropical sea was warm and therapeutic, not quite like the hot baths back in the castle, but enjoyable nonetheless. The closest ocean access to Thule was the twin bays to the northwest, rocky and frigid they were hardly suitable for leisure._

 _Refreshing as this was, I had to get under some freshwater soon or else I'd be stuck walking around with fine sand in every crevice. I made my way back into town in search of a proper shower, and found one for pay a block from the square. A breakfast of delicious ripe fruit and imported Trottingham oats at a nearby inn left me contented enough to do more exploring for the remainder of the day._

 _The town only occupied a small part of Consta Servaro, the rest of it being jungle and mountainous. Like the island I had washed ashore on, I was fascinated by the variety of the environment here. Plants as green and thick as I never would have dreamed of filled my vision, small animals, birds and monkeys all around me._

 _Hiking the slope that overlooked the hamlet, I was able to take in the incredible sight of the tiny make-shift civilization bordered by the grand scope of the ocean. I could imagine how Thule might have looked early on in its creation, in the days of our ancient ancestors, back in the time of Durin._

 _Sitting above it all and admiring the view, much like I had done back home, I thought very hard about whether to keep on with Skorn, find somepony else to take me further, or stay here and start again. Part of me wanted to stay, here on this little isle of paradise, and move on from all the pain. But others parts of me wanted something else; they wanted a quest, they wanted stimulation, they wanted justice._

 _Hours must have drifted by for me as I sat there, and if not the soreness of my rump, than the urge to take my mind of the matter drove me to get up and go back into town. As I wandered through the outskirts, I thought about how right mother had been to contain my mane in those bracelets. The afternoon had become windy, and my hair was possessed by an untamed spirit that fought to obscure my every move._

 _Reaching out with my magic, I grabbed a green bandana from off a clothesline and used it to bind my mane, securing it for good into a tail. I made a mental note to leave some payment for the owner when I got the chance._

" _Hello stranger."_

 _I looked over to my left to see the mare from last night watching me, she hung about in the shade of a two-story white clay building, smiling. Her accent was as foreign to me as anything I had encountered on this island, and she spoke with soft pronunciation._

" _Hello again." I greeted her, bowing my horn. She giggled at the sight, covering her mouth in a bashfulness I found hard to believe. With light brown fur, a black mane that hung over half her face, and a rather delicate frame, she sauntered over._

" _We've met in every way but formally." She mused, petting my chest and staring up at me with hazel eyes. "I'm Soyeux, pleased to make your acquaintance."_

 _Soyeux presented me with a curtsy, displaying her icon of a shiny pillow. I admit I didn't quite understand the meaning._

 _Not to be outdone, I put my right hoof forward, and leaned the rest of my body back and down, lowering my horn until it was parallel with the extended limb in a proper Thulian bow._

" _I am Sable Star, likewise."_

" _Tout à fait juste." She said with a degree of approval._

 _After our belated introduction, I went on to spend the larger part of the remaining day with her. She toured me through the aspiring society, showing me all the different features that had been collected here by the motley inhabitants. Market goods from as far away as the Ponesian Empire sat side-by-side with trinkets from Saddle Arabia and the Forbidden Jungle. Dialects of Equestrian and a dozen more languages chattering with one another in business, argument, and conversation._

 _More than that, she showed me parts of the island that were surely the source of many a pony's fantasy. Waterfalls that shimmered with rainbows, a black pool surround by greenery so thick it looked like an eye. There was even a spot, a hidden alcove where she said that a patient and cautious pony could catch sight of Mermares when they came to sun themselves._

 _I had never heard of such a creature before, and her description of them left me spellbound. Pony-like, but with bodies closer to fish, they were alleged to be beautiful to look upon, more colorful than those of us on land, and whose songs filled the blue depths with ethereal grace._

 _Her flirtation was of course, pervasive. She constantly touched me, smiled at me, used her tail to brush against my fur. Since I had regained my inhibitions I was able to keep her at bay for the most part, but every now and then she would steal a kiss from me that I didn't bother pulling away from. It wasn't that her affection was unwanted, I was quite happy to feel this kind of connection again. Rather, I didn't want her to entertain the idea that I'd be around after today if I chose not to._

" _Will you be leaving tomorrow?" She asked me as we walked along the beach. The sun was in the course of setting, and cast the whole horizon in a fiery red-orange gradient. The waved crashed onto the shore in a regular rhythm, the foam of the crests washing around our hooves._

" _Possibly." I admitted. "Or I could stay."_

" _Are you not part of Captain Skorn's crew?"_

" _Only recently, he rescued me from being stranded. This is the first port we've come to since, now I can choose to stay with him or take my chances elsewhere."_

" _Oh." I could hear the displeasure in her voice, "Then you are not decided yet?"_

" _They leave in the morning, that's my deadline to commit."_

 _Out of the corner of my eye, I saw that she drifted away from me slightly, her vision averted in the opposite direction._

" _Is our island not to your liking? Am I not to your liking?"_

" _What?" I stopped us both on the spot, and turned her head to face me. "This island is a beautiful paradise, Soyeux. I have very much enjoyed my time here."_

 _Putting the frog of my hoof against her cheek, I stared into her. "And I have very much enjoyed my time with you."_

" _But you think there is something better for you if you leave?"_

" _Not exactly. I made a promise, a vow to somepony that I would make things right, that I would not fail them a second time. If I choose to keep that promise, I don't know where the path will lead me, or how long it will take, but I know it won't be as nice as Consta Servaro with you."_

" _If you made a promise… you should keep it." Nudging my hoof away from her face, she looked instead to the ocean._

" _For what is a stallion without his honor? Of what character is a vow-breaker?"_

 _No words came to me in response, and I stood there silently watching the wind blow through her mane._

" _This island is a place where ponies come who have their freedom in the truest sense, who are lierated from obligation, free from the ties that bind them to greater things. Ponies come here to live as those forgotten, and to forget."_

 _She turned back to me, "If you really have made such a promise, then you do not belong here. Go. Your destiny lies far away from this escape."_

 _I cannot say that I loved Soyeux, I only knew her a day. But when she walked away from me on that beach, I felt something. There was an ache in my chest, and a sweet pity for her. I never saw her again after that, not that I ever went back to Consta Servaro, but I did wonder how she spent the rest of her days there._

 _My decision was all but pronounced, and there was just one last thing I needed before speaking it aloud. I needed to find Skorn._

 _Arriving back in the city just as the stars were beginning to come out, I heard a raucous laughter echoing from the docks. There I found most of the Red Talon crew sitting around a bonfire, Skorn as usual in the center perched atop a cargo box. My fellows spotted my approach and welcomed me with a loud cheer._

" _Ahoy lads! Look who it be!" Skorn yelled, "Our very own half-drowned sea-rat, Sable Star!"_

 _Again they cheered, this time with a bit more comedy. Salty Veins sat to Skorn's right, and I could see his lip curl into a smirk._

" _So what of it then?" The Captain asked me. "Come to tell us goodbye? Bon voy-a-ge?"_

 _I knew my decision was already made, so I wanted to make a bit of fun out of it._

" _Well Captain, I've been giving it a lot of thought… and I am leaning your way.. But…"_

 _At the sound of my hesitation, the crew repeated the word in friendly mockery._

" _But, I could use just a little more convincing."_

 _Skorn's eyes widened, for I had just thrown down the challenge, and he rose from his seat wearing a manic grin from ear to ear._

" _More convincing you say? More convincing? Well, for me, there's nothing more persuadin' than personal testimony. So allow me to attest to the quality and, vivacity of this work from me own life story."_

 _Skorn extended his arms to silence the crowd, and cleared his throat._

 _[Cue: "Professional Pirate" from Muppet Treasure Island]_

" _You see… When I was just a chick, looking for my true vocation, my father said: "Now son, this choice deserves deliberation. Now you could be a doctor, or perhaps a financier, my lad why not consider a more challenging career?"_

" _Hey, ho, ho" The crew began in chorus. "You'll cruise to foreign shores, and you'll keep your mind and body sound by working out of doors."_

" _True friendship and adventure is what we can't live without." Skorn sung._

" _And when you're a professional pirate." The rest announced before Barnacle leaned over my shoulder:_

" _That's what the job's about."_

" _Upstage lads!" Skorn called out as he flew up to the end of the mainyard. "This is my only number!"_

" _Now take Sir Fancy Cake, the griffins all despise him. But to the Trottish he's a hero, and they idolize him. It's how you look at buccaneers that makes them bad or good, and I see us as members of a noble brotherhood!"_

 _Skorn leaped off, and glided above our heads, Ruffles and Grey Skies joining him in trail._

" _Hey, ho, ho." the crew sang. "We're honorable stallions we. And before we lose our temper we will always count to three."_

" _On occasion, there may be somepony you have to execute." Skorn clutched a unicorn by his haunches, holding one of his talons to his throat._

" _But when you're a professional pirate…"_

" _You don't have to wear a suit." Everypony looked to Grey Skies, who had spoken out. He met their gazes with confusion._

" _What?"_

 _Now the others began to offer their own stories:_

" _I could have been a surgeon, I like taking things apart!"_

" _I could have been a lawyer, but I just had too much heart."_

" _I could have been in politics" Grey Skies admitted "'Cause I've always been a big spender."_

" _And me," Salty cut in, "I could have been, a contender."_

 _The crew all nodded in agreement._

 _Skorn landed among the crew, "Some say the pirates steal and should be feared and hated. I say we're victims of bad press, it's all exaggerated. We'd never stab you in the back, we'd never lie or cheat."_

 _He flared his wings and threw them around the shoulders of those next to him. "Were just about the nicest guys you'd ever want to meet!"_

 _The Captain gave me a happy, glowing expression. "Like I said Sable, life of freedom, life of adventure, life of treasure!_

 _Tell me true lad, do you really think you'd be happy here? Living out the rest of yer days in this place, bored out of yer skull?_

 _That ain't for you Sable Star! That ain't what's written in yer storybook! No sirs, I know there something greater out there in the big wide world for you, and you'll never find it playing it safe, taking the easy way!"_

 _It was true, what I really wanted was somewhere out there, all I had to do was go find it. The others crowded around me with encouraging pats on the shoulders._

" _Hey, ho, ho, it's one for all for one. And we'll share and share alike with you and treat you like a son. We're gentlecolts of fortune and that's what we're proud to be, and when you're a professional pirate…"_

" _You'll be honest, brave and free." Skorn proclaimed from above the fire. "The soul of decency. You'll be loyal and fair, and on the square, and most importantly…"_

" _When you're a professional pirate," He and the rest of the Red Talon said, "You're always in the best of company!"_

 _I smirked at Skorn, and he knew he had a new shipmate. He glided down next to me, and continued to walk on to the dock._

" _Well if that ain't a solid testimony, I don't know what is."_

 _I followed behind him, "Captain, there was one thing."_

" _Or really? What might that be?"_

 _We reached the end of the dock, away from the rest of the crew, and I decided to tell him what my true mission was._

" _I'm joining the Red Talon for a specific reason. There's something I'm looking for."_

" _We're all looking for something lad. Tell me, What is it that you be after?"_

" _It's called the Crimson Treasure."_

 _I could hear the air sucking into his nose, a clear sign that he knew what I was talking about._

" _The Crimson Treasure…" He repeated the title with a drawn-out awe. "Folks been looking for that since folks could look. I appreciate 'yer spirit, but ain't nopony found it, 'cause nopony knows where it is."_

" _I do." I said. "Or at least I've got a pretty good lead."_

 _Skorn's countenance twisted from the confliction of several emotions, excitement, caution, suspicion, curiosity._

" _And how might you be knowing such a thing?"_

" _Let's just say, a little birdie told me."_

" _Little birdie huh?" Skorn tried to look intimidating, but the growing anticipation was too powerful. "Just where did your little birdie say the Crimson Treasure was?"_

" _On an island called Honalee."_

 _ **ALMOST TWELVE YEARS LATER**_

 _I let out a smooth exhale, more than ready, excited._

 _The main mast of the other ship came closer into view, sailing straight into range. An Equestrian merchant ship, likely bound for the port at Horse Shoe Bay, and laden down with all manner of trade goods was a target of opportunity. We were all well practiced at this, and by now this was all but a game to us, a sport for us to compete in._

" _Steady lads." Salty told us, knowing from his own years of experience. "Any second now."_

 _I flexed my neck, to knock out any kinks that might impede my magic, I hated to have distractions when I went to work._

 _The other ship was approaching warily, merchants knew perfectly well of the dangers of pirates. But maybe they thought we were in need of help, that we were the sheep, and not the wolf._

 _I cannot say how I felt about plundering a ship meant for Equestria. It might be appropriate that I feel remorse for doing this, frankly however, I felt nothing. As a Thulian, there was never a great connection to the southern lands, so it wasn't like I was stealing from anypony I knew._

 _Plus, I suspect it must have stuck in Celestia's craw. Which made me smile. Like I was smiling now._

 _The masts of the other ship turned in our direction at last, they had taken the bait._

 _I took a few deep breaths, steeled my nerves, and concentrated on the spell I and the other unicorns would have to cast the moment captain gave the order._

 _Up ahead, Skorn's tail began to snake from side-to-side, his tell that he was about to make the call._

 _I don't know what it is, but whenever we do this, I always feel the most peculiar calm come over me. Feeling no more worried about the whole affair than if I were about to buy something for dinner._

 _Captain Skorn's wings flared, the first signal. At once, myself and the rest of the unicorns lit our horns, and enwrapped the ship's hull in our magic, surging it forward in the water. Once we got up to a proper speed, the Captain would give second signal, and the trap would be sprung._

 _Under us I felt the ship cutting through the water, and after so long I could judge fairly well when we had gained enough momentum, it would only be a few seconds until…_

 _Captain Skorn drew his saber, and turning, pointed back to the rest of us._

" _HOIST THE BLACK FLAG!"_

 _A warcry went up from the rest of us and we quickly got to our hooves and prepared ourselves for the assault. Grey Skies, who had hidden himself in the crow's nest the whole time leapt out, cable clenched between his teeth, and raised the black flag, which bore the image of a griffin's skull above two crossed sabers in white._

 _I joined Skorn at the bow, ready to carry out my individual task. The other ship, now seeing that they had been lured into an ambush, turned hard to starboard in an effort to outrun us. Beside the fact that a merchant ship was hardly built for speed, my job was to persuade them otherwise._

" _Put a shot through their foresail." The Captain ordered._

 _Eyeballing the physics of the projectile, I built-up the power in my horn, and fired a concentrated sphere of magic that punched right through their foresail, making it clear that if I could hit that, I could hit the rest of their ship._

" _Fine shot Sable." Skorn commended. "Now one for the mizzenmast."_

 _I fired another magical cannon ball that shredded their rear sail. With the holes in their sails starting to slow them down, the Red Talon would easily catch up._

 _Standing next to Captain Skorn, behind me the crew chomping at the bit, I watched the ponies on the other ship scramble to keep away from us. I could send a shot into their hull, but that might damage whatever cargo they held, or worse, sink them altogether._

 _Skorn patted me on the shoulder with his wing. "This shouldn't take too long, a last minute bit of fun. After this, it's straight sailing on to Honalee."_

 _After so many years searching, scraping every tavern and every grizzled old sailor for the slightest morsel of information, we had finally been able to set course for the fabled island. It had taken me nearly dying to get it, but if the rest of the legend were true, these long years of sacrifice would all be worth it._

" _Aye Captain, and the Crimson Treasure awaits us."_

 _We came up alongside the merchant ship, and boarded them, and plundered them ragged. Among their cargo, I discovered a crate of tea bound for Canterlot, bearing the royal icon of Princess Celestia. I garnered more than a few curious stares as I laughed when I chucked it into the ocean._

* * *

 **TWILIGHT'S CASTLE**

 **TODAY**

In Twilight's library, both she and Spike lounged under the shimmering light of the chandelier created from the roots of the Golden Oaks Library. Outside, the patter of the light rain on the castle walls provided an ambient noise to accompany their reading.

Twilight was curled up on a couch with several books before her, one of the Thule books centered in the company of her works on old Equestrian. She knew the languages were too different for her to translate one from the other, but if she could find any words that may have been used in common, then she might be able to figure something out by placing some context.

At an angle behind her, Spike laid back in a cushioned basket, perfectly large and round enough for him to fit snugly into. He held a book in front of himself, a work on the history of Canterlot, and every so often made a small, unobtrusive noise to signal that he was learning something. In truth however, he kept peeking over the top of the pages to check on what the Princess was doing. It was his job to keep tabs on her, and report anything important back to the hive.

This changeling that had taken Spike's place had been specially chosen and trained for the task. Ultimately he served the Queen Mother, but this particular operation fell under the command of Chrysalis' oldest and most trusted general, Brutalico Crassus. Part of his training for this had been how to simulate the ability to send a scroll via magical fire. The flame-breath was just as much an imitation as the rest of his appearance, but it was real Changeling magic that sent the scroll back to the Queen. A difficult trick for him to learn, but his species was built to adapt.

For the past few hours since assuming his identity, he had watched the Princess consume herself in researching a group of ancient texts. While it was perfectly in line with what he had been briefed to expect from the known autodidact, it was still mind-numbingly boring to sit through her voluntary study hall for hours on end. He hadn't been able to discern if the books contained anything important beyond some historical curiosity, so he made a mental note to inspect them later on when he got the chance.

Going through the ancient Thule book, Twilight found that it was mostly diagrams, with brief descriptions next to them. There was a paragraph here and there, but nothing more than that, with some bearing short notes in Old Equestrian. She flipped to the page she had seen before, the one featuring a long hall and a dais of two thrones, labeled _Cynn ond Cwen_. She tried to pronounce the words in her mind, and as she did so, she realized that these must be the thrones for a _King_ and a _Queen_.

 _Did we get the words for king and queen from them?_ It was an interesting question, prior to Celestia and Luna, Equestria had nopony bearing the status, and they had taken the title of Princess. The only kings Twilight could think of, were King Bullion, father of Princess Platinum, and King Sombra. Both of whom were from the Unicorn tribe.

 _Now that is interesting…_ She thought.

On the next page was a depiction of two more thrones, one on each page facing the other. The one throne on the left was heavy looking, and decorated with carvings of intricate knots and stylized unicorns. The other was not as ornate, but bore swords at each side, and its back was in the shape of a massive shield bearing the same sword piercing the sun-wheel crest she saw in Canterlot.

She was trying to read the inscription underneath, when the sound of her front doors bursting open downstairs caught both she and Spike by surprise. She heard Rarity and Applejack yelling her name, and a parade of hooves scrambling through the foyer. She traded a worried glance with her adoptive little brother, before hurrying out of the room.

Spike's nerves tensed for a heartbeat, but a practiced discipline reasserted itself, and he followed behind her.

Trotting down the stairs, Twilight found the four others waiting for her, each of them terribly anxious.

"What is it?" She asked, looking between them for some ready sign.

Before they answered her, Rainbow Dash and Applejack hesitated warily considering what they were about to say.

"First thing Twilight." Rainbow said severely. "What did you tell me was your favorite style of learning?"

Confused, Twilight furrowed her brow. "Rainbow, what is this?"

"Please darling." Rarity chimed, "Answer the question."

Still not quite understanding the implications, Twilight relaxed her shoulders, "Flash cards. My favorite style is flash cards."

The others all let out a collective sigh of relief, Rarity even hugged her.

"Oh it's so wonderful to hear that."

Twilight accepted the hug with a perfunctory pat on the back.

Watching from where he paused on the stairs, Spike clutched at the railing, realizing immediately why they had asked her a personal question. But how had they found out?

"Twilight, you remember our little friend." Pinkie Pie used the curl of her bang to reach into her bushy mane, and extract a little colt from within. Arthon waved meekly at the princess he had met previously.

Spike glared at the Changeling grub, scratching his claws into the crystal of the railing.

"Our sisters are missing." Applejack began. "Them and their little friends dun been ponynapped!"

"Ponynapped?!" Twilight asked incredulously. "By who?"

All heads turned towards Arthon, who let out a nervous exhale before immolating himself in green fire. Sitting on Pinkie's back, was the smallest changeling Twilight had ever seen.

"Uh, hi. I'm Arthon."

"You…" Twilight gaped, staring at him in disbelief. "You're the one Wanderlust was chasing! He was trying to warn us about you!"

"It's the Changelings Twilight. They're in town, replaced Celestia knows how many ponies, and they got our girls!" Applejack extended a hoof in Arthon's direction. "Arthon here tried to lead us to 'em, but we were too late. He thinks they were taken back to the hive in the Everfree."

Her chest tightened, and her breathing become short, Twilight resorted to the breathing technique Cadence had shown her.

"Ok…. Ok…. Ok… First, we have to let Princess Celestia know, then we go looking. Spike! Take a letter."

His intelligence briefing had told him that the dragon slave was often ordered to record the inane and saccharine letters of the Princess, so he was prepared with an inked quill and a sheet of parchment at her request.

"Ready."

"Dear Princess Celestia. Changeling invasion in Ponyville, send help immediately. Yours, Twilight."

Spike dotted the letter, rolled it up, and employed his imitation spell. He knew full well that it was going nowhere near Canterlot.

Twilight turned to her friends, a plan of action falling into place. "Rainbow Dash, round up the other Pegasus you trust, and have them sweep over the Everfree."

"You got it!" Loyalty responded before bolting off in a blur.

"I think it's safe to assume Wanderlust went into the forest." Twilight continued. "And so will we. If he hasn't been captured already, he'll be a big help."

In the midst of being terrified for her sister, Rarity felt a pang of guilt over the newcomer. _Why hadn't he just told us?_ She asked herself.

Teleporting Spike into her back and leading the rest of them out the front door and into a gallop, Twilight was confident of their success. They'd beaten everything thrown their way thus far, and somepony would have to turn back time if they wanted to get the better of her and her friends.

Arthon glanced over to the other non-pony in the group, curious about the diminutive dragon. At first Spike returned the curiosity with courtesy, using the turn of the head to see if any of the others were looking too closely at him. Then with a quick glance, he locked eyes with Arthon, and a green shimmer rippled across them.

The hopeful demeanor of the Changeling grub vanished in a second, replaced by a stoic dread. He might get away with saying they forced him here, but with an agent standing next to him there was no way he was going to escape some measure of punishment. Arthon faced forward, trying to think of how he might avoid such a horrible fate as awaited those who betrayed the hive. Then again, the Element Bearers had sworn to his protection, and they had defeated many powerful beings.

As the group made their way through the town on a determined course towards the forest, Applejacked noticed how quiet the streets were. In fact, the only sound to be heard was the beating of their hooves as they ran. But the thought evaporated as quickly as it had come, pushed out by the drive to rescue Applebloom.

From the shadows, many pairs of eyes watched them.

* * *

 **THE THICKET**

"I grow tired of torturing this pony Varus."

The Changeling Generals Magna and Varus lounged themselves between feeding pods, their boredom with this interminable task wearing on them.

Varus hung his head, letting it rest atop the pod. "Queen Mother wants him broken, and broken he shall be, no matter how long it takes."

Scrunching her face with annoyance, Magna lit her horn again, and sent another throb of searing pain into Wanderlust. Much to her chagrin however, the defiant pony had stopped crying out some time ago, and now merely grunted and moaned. Never once however, in the hours they had been working him over, had he cried out for mercy, had he pleaded for them to stop.

Perhaps they had reduced him to a stupor, it wasn't unknown to them that prolonged interrogation could render a pony incapable of thinking clearly. Magna had seen more than a few ponies succumb to the combined psychological and physical effects and left a drooling moron.

"What makes you think there's anything left of him to break? He can't even string two words together."

She used her hoof to nudge Wanderlust, achieving no significant response.

"What exactly were you trying to break?"

Varus strode over to inspect Wanderlust's twitching and half-closed eye, leveling with it to search for some useful hint, moving his head back and forth.

"Perhaps we just bent him really far…"

"GENERALS!"

Magna and Varus whipped around to see Queen Chrysalis fluttering herself over the ledge, and levitating a scroll next to her.

"Mother." both of her children said as they lowered their horns to the floor.

"Slight change of plans my bugs." Landing, the queen unfurled the parchment for them to see. "Our timetable must be moved up, Princess Twilight and her little friends are aware of our presence."

"I will move my legions into position." Varus said as they both raised their heads. "The train-track will be disabled, and we maintain security on all paths out of town."

Magna puffed out her chest, "My agents already have control of the weather factory, and are ready to sabotage it upon command. We have also achieved 40% replacement in Cloudsdale. The skies over Ponyville belong to us."

Chrysalis smiled. "Excellent work my bugs. Soon, we will control the heart of Equestria, and then we will strike out at Canterlot. This time, Celestia won't have her minions to do her fighting for her."

The Changeling queen raised an eyebrow in the direction of Wanderlust. "Now tell me, what of our guest? Have you been gracious hosts?"

"None more to be found in all the land." Varus bragged. "He proved stubborn for a while, but even his impressive tenacity had its end."

"Hmm." leaning down, Chrysalis screwed her mouth in slight disappointment. "And here I had hoped for a more interesting thrall. He would have made a fine concubine. Oh well."

"He's faking, mother."

Marching into the chamber, a third Changeling general entered, this one a head taller than Varus and Magna, and wearing thicker armor with a helmet topped by a row of curved antennae.

"I've been watching my dear siblings toy with your food. A hummingbird could have withstood their childish jabs."

Magna and Varus bristled, but Chrysalis smiled warmly.

"Crassus, my eldest. Why do you speak so ill of your brother and sister?"

Coming to a stop beside his fellows, Brutalico Crassus bowed his head before explaining himself.

"I know far better than they a broken pony. It has a stench of degradation, of pain and sorrow."

Crassus leaned over to sniff at Wanderlust. "This one still endures."

"A jealous lie!" Varus barked, taking an aggressive posture towards his brother. "He seeks to undermine me because I brought you such a succulent prize!"

Unintimidated, Crassus stared down at him. "Jealous? Of you? You've managed to capture a rare specimen, true, no doubt with the aid of your entire legion."

Varus' angry façade faltered.

"Do not think I am not perfectly aware of the trouble you went through to acquire him." The scolding tone of Crassus cowed the smaller general. "He mowed down a dozen or more of your drones before he fell. I'm surprised you were able to do so at all without alerting the entire countryside with your incompetence."

The truth of the rebuke weighed like a millstone on Varus, and he turned to shield himself from his brother's gaze.

But Crassus was not finished with him, and moved in to impose his stature.

"Did you think that you could break such a foe with your base attempt at coercion? One that has survived our interment once before?"

"Now Crassus." Chrysalis interjected with a voice as smooth as melted chocolate. "Your younger brother has much to learn. Be an example to him, give him the benefit of your experience."

Magna had to put a hoof across her mouth to suppress a chuckle at her brother's castigation. It did not go unnoticed by Crassus, who turned his attention to her.

"And you, swaggering up to him with your undeserved vanity. Your taunting has only hardened him further. Congratulations on achieving exactly the opposite of what you wanted."

Her smirk faded, and she retreated into a spiteful sulk. "So how exactly would you attempt to break his resistance might I ask? Oh magnificent and favored brother."

Crassus raised his left forehoof, and beckoned forth from the shadows four of his drones, who carried between them a long rod from which hung several feeding pods, some large and some small. They came to a stop for his inspection, and he selected one of the smaller pods, attaching the sticky stem to his hoof.

He strode over to Wanderlust, and stared straight into the exposed eye.

"I know you can hear me, so listen carefully. I'm am not going to waste my time punishing you, because you do not fear us. Instead, I will punish her."

Crassus held up the pod he carried on his hoof, showing the comatose Sweetie Belle inside.

Wanderlust's eye rotated to fixate on her peacefully slumbering face, and Crassus saw the alarm rising, widening his eyelids.

"…no…" Wanderlust murmured weakly.

"Yes, and I will do everything to her that they have been doing to you and more, if I find your cooperation anything less than forthcoming."

Crassus lit his horn, threatening to inflict the grotesque torment on the filly.

"Do I make myself clear?"

Chrysalis watched on with great interest, she enjoyed watching her children vie for her approval, seeing how ruthless and cutthroat they would become. Now between the three of them stood this proving stone, which they used as a means to show-up the other two.

Try as Wanderlust might to remain defiant, to keep strong despite the pain and delirium, he knew he would suffer it again every day if it meant sparing another child this damnation. He would not allow what happened to his son to happen to Sweetie Belle.

"What do you want to know?" He growled, surrendering at last.

Crassus raised his head in triumph, his siblings lowering theirs in defeat.

"Tell me where we held you before."

Wanderlust hesitated a bit longer before muttering something through his clenched teeth.

Curious, and possessing an iota of sympathy for the pony's imposition, Crassus angled his ear close to Wanderlust's mouth.

"What was that?"

Again Wanderlust spoke just low enough that only Crassus could hear.

As if he had been stung, the Changeling general recoiled, glaring incredulously at the reluctant stallion.

"What was it? What did he say?" Magna asked.

Crassus glanced over to Varus before sneering in repugnance at Wanderlust.

"It appears I owe you an apology Varus. You have broken his mind."

"Crassus." The Queen began, "What did he say?"

"Gibberish, Mother." Crassus told her with dismissive finality. "The incoherency of a pony driven into senselessness."

"Another time then." Chrysalis said, refocusing her priority. "Right now I need you three to enact the next stage of our operation. Varus, Magna, you have your orders."

"Right away Mother." bowed Varus.

"Yes Mother." Magna cooed.

Both of the junior Generals took off, their wings a blur of motion.

"Crassus, go ahead and take the town." Queen Chrysalis commanded. "I want them good and scared when I get there."

Crassus smiled. "Consider it done."

* * *

 **OUTSKIRTS OF PONYVILLE**

If there was any pegasus Rainbow Dash trusted, it was Fluttershy.

Coming to a stop at the door to her foal-hood friend's cottage, the cyan flyer banged on the door, eager to get the sixth member of their special fellowship into the action.

"Fluttershy! Open up!"

No answer.

Looking around, the secluded property was as quite as it ever was at night.

"Come on Fluttershy! We got important saving Equestria business to take care of!"

Inside, there finally came signs of life. The rustling of locks gave way to a crack between the door and the frame, out from which peeked a sliver of pastel yellow fur, with a pair of tired eyes.

"Rainbow Dash?" She said sleepily. "I was just settling in for a-"

"No time to sleep around Fluttershy!" Dash exclaimed, muscling her way across the threshold and into the dark room. "Ponyville is in danger!"

Fluttershy backed away from her forceful friend, adjusting the robe she wore. "Oh my… What kind of danger?"

"The Changeling kind Flutters, and right now we got missing fillies and Celestia-knows who else pony-napped into the Everfree forest! That's why I need you and the other pegasai to help me."

Nervous as always, the lithe animal keeper retreated back towards her bedroom. "Ok, um, just let me tell my friends that I'll be going out. I wouldn't want them to get worried."

Rolling her eyes as she followed inside, Rainbow groaned. "I'm sure your little furry friends will be just fine."

When the door suddenly slammed shut behind her, Dash squealed in fright, finding herself immersed in complete darkness.

"Oh, sorry about that. Is this better?" Fluttershy's voice remained calm.

When the light came back on, she was standing in the center of a room full of Changelings, giving her friend a contentedly happy expression.

Dash's face fell, and she could do little more than stare despondently as her doomed situation dawned on her.

"…not really…"

Outside the cottage, the pale moonlight cast everything in a soft, dreamlike quality.

It was only broken by the brilliant flash of green light from the windows.


	13. Chapter 12: Windows to the Soul

57

 **LONG AGO**

 _I awoke on the battlefield, my body exhausted and my spirit broken. Opening my eyes, I could scarce see anything through the moonlit dust, or fog, whatever haze it was that lay thick on the plain. I could see not but a few paces around me. The physical sensations of dirt in my mouth and the sprain in my back helped to orientate me to the present moment, ere I might have lain there for a day. My back legs responded to my will with just enough energy to bring the knees forward, at this I felt the need to rest a minute before daring another such taxing exertion._

 _Sliding my fore-hooves underneath me, I employed every muscle in my back and shoulders to heave my body skyward. Raising myself up to stand I gave my surroundings a proper look around, and saw about me only vague shapes outlined through the mist. My heart fell upon realizing what these shapes were._

 _Only days before had I met some of the ponies who now litter the field, brave and noble they had been. The enemy we had faced was ruthless and savage, and I had been proud to join the ranks of my allies to purge the foul creatures from this land. Now I knew not how many had been felled, nor how many had limped off to celebrate victory or mourn loss. Apparently I had been thought dead, left to share in the glory of the gallant slain._

 _I stumbled forward, my right hind leg limping along after sustaining some blow I did not remember. Taking a deep breath, a sudden sharp pain in my side made itself known, one that halted my walk as I reached a hoof to feel for it. My hoof came back to my inspection covered in the bright red of my lifeblood. Memory was as obscured as my environment, and I could only partially recall being engaged by an enemy who brandished a spear. Had I been struck? I wondered, the heat and fervor of battle bearing me through such injury to keep fighting?_

 _The wound was not superficial, and I could not help but grunt when I continued moving. I strode past several immobile lumps on either side of me, unaware of what direction I was in fact heading. A shield lay in the path in front of me, trampled and dented under the weight of a thousand hooves in the fury of war. It bore them emblem of a rearing pony surrounded by mountains, probably a family crest, or just his own personal standard. I stepped around it, giving it some modicum of honor in its fallen state._

 _It was then that a single sound cut through the silence, the loud and cruel cries of a raven. Following it, I was led to a banner pole that had been spiked into the ground. It stood at an angle, and from the top flew a triangular flag which bore a yellow silhouette of a unicorn with his head lowered on a crimson backdrop. I think I may have seen it earlier before the battle, when the formations were aligning._

 _A second caw drew my attention to the top, where the point had been splintered in half, serving as a perch for a lone raven. It peered down at me, twitching its head curiously. I had always been told to be wary of the black birds, even as a colt my elders warned me to be respectful but cautious of them. For they are omens and harbingers, scavengers and witnesses. Painful as it was to contort my body, I heeded the wisdom of my forebears and bowed my horn to the ground in due reverence._

" _Pray thee, raven." I beseeched it, for they were said to be knowledgeable in all matters, of both the living and the dead. "Might your knowledge ye yet spare me?"_

 _I of course did not expect an answer, for never had I heard of a bird speaking to ponies, save for those whose gift it was to possess what we called an 'animal tongue'. But those were so rare as to be more legend than reality._

" _Beck water cold and clear, will never clean your wounds. There's none but the maid of the winding mere can make thee hale and sound."_

 _Mine eyes shot open in stark bewilderment, and all of my will was bent to defy the urge to gaze upwards. It's voice was unlike any I had heard from another pony, though I heard it clear, each word resonated and shook in my bones. Hearken then did I, as the raven continued._

" _Green moss and heather bands, will never staunch the flood, there's none but the witch of the Westmarelands can save thy dear life's blood. So turn, turn your stallion head, till your black mane flies in the wind. And the rider of the moon goes by, and the bright star falls behind."_

" _I shall do as you bid, O' foreknowing raven." Said I, taking into myself a hard swallow of courage. "My destiny lies not in the dust of this field."_

" _Indeed not." The raven agreed. "Seek thy fortune far from here, seek thou the Crimson Treasure that abides on the shrouded isle Honalee. Once attained, thy destiny can be fulfilled, Æclypse, son of Thule."_

 _With a gasp I raised my head at last, only to see the raven flying away, disappearing into the mist with a series of its native cries. I stood there, astonished by what I had just been a party to. Even had I the gift of animal speech, I was certain that it did not mean that I heard them in my own tongue!_

 _Might this have been a visit from the gods? Krom was the patron of my bloodline, has he not forsaken his exiled son?_

 _Whoever or whatever was the source of the knowledge be, I dare not ignore it. I winced as the pain in my side throbbed again, and I hoped that the witch was not too far for my legs to sustain me._

 _At that moment, a fair wind came through from east to west, clearing away the fog and forging a path. I hesitated to set hoof where the mist had been dispelled, fearing that it might not be a path I could return from. Looking to the east on my right, I saw nothing but acres of land covered in the ghostly material. Looking to the west on my left, the wind suddenly took the hair of my mane and tossed it, as if to push me in that direction._

 _I emerged from the smoke and onto the path, facing west. On and on I went for the rest of the night and into the day. Never was I given to deviate from my course by landscape or other, straight I went, through hill and dale, beside ocean and forest. It was as if I was possessed by some power beyond me, for I stopped not for rest or repast, and my wound ceased to be bothersome. Enthralled to take one step after another, I suffered no harm to my hooves or legs, though I walk from sunrise to sunset._

 _When nightfall had again come, I found myself in the breast of a valley where before me was a cleft in the road. Clear was the paleing moon, when a shadow passed me by. I traced it as best I could, and coming to the fork, found either side of the road illuminated by a multitude of the fireflies. Below theses hills were the brightest stars, when I heard the owlet cry._

" _Why do you stride this way? And wherefore came you here?"_

 _He sat atop a road post that stood in the center betwixt the divergent paths. A pair of signs reached out in either direction from below him._

" _I seek the witch of the Westmarelands, who dwells by the winding mere." I told him._

" _It's neary by Ellswater," The owl responded, extending his wing to the path on my left. "In the misty Breakfern way. 'Tis through the cleft of the Curxton pass the winding water lay."_

 _Again I sensed the influence of those beyond my power of perception. I lowered my horn to the ground and when I arose, found the owlet gone. With more trepidation than ever in my life I ventured down the left path, guided I felt, like a colt is by his father. My heart was a cauldron of terror and desire._

 _For some hours yet I continued, until at last the lake set itself before me. A thicket of forest encircled the water, which was so calm the reflection of the moonlight was unmarred by ripple._

 _I went gently to the water's brim, drawn to it as I had been compelled thus far. A patch of goldenrod sprouted not far from me, and I plucked a few stems of it with my magic. I cast it into the water, to see what the lake might yield, and waited for some sign._

 _Wet rose she from the lake, fast and fleet did my heart throb, for my imagination filled with fearful thoughts that such a creature would be displeased at my intrusion. On instinct my horn alighted in magic to protect myself, and steeled my heart for the courage to face whatever wrath she would unleash._

 _Above the waterline she stared at me, a hood about her neck that came up to her head of a velvet blue, bound 'round with a silver chain._

 _She said: "Pray, sheathe thy silvery horn, lay down thy heart of steel. For I see by the briny blood that flows, you've been wounded in the field."_

 _As she spoke the words the pain in my side returned, throbbing, the strange sensation of my lifeblood trickling down my leg. She approached slowly, never averting her eyes from mine. My magic extinguished, and the beating of my heart fell._

 _She came forward until she stood not a breath's distance, she kissed my pale lips once and twice, and three times 'round again. My body betrayed me and I could not move, my legs turned to stone, all my muscles a statue._

 _She bound my wound with the goldenrod, and soothing me down into the sweet smelling grass, full fast in her hooves I lay._

 _I arose hale and sound, with the sun high in the day, the witch still beside me._

 _She said: "From far away you have come, I can sense the touch of the gods upon you. Fear not the path upon which you stand, there's none can harm the knight who's lain with the witch of the Westmareland."_

 **THE THICKET**

 **CURRENTLY OCCUPIED BY THE CHANGELING SWARM**

Chrysalis took in a long deep breath, letting the green mist flow down her throat. Satisfied, she stood a moment with her eyes closed just to enjoy the flavor.

"Soooooo succulent."

She strode forward, her tail caressing the feeding pod as she went. Wanderlust's face jutted outward from it, chiseled free, though his horn was still held back by the rough green casing. The position was very uncomfortable, like somepony was holding him by his horn and wrenching his head back. But that was a small complaint compared to the misery of having a queen of parasites gratify herself on his love.

"I don't know where you've been Wanderlust, or who you've loved, but I have to say that it is the most exquisite thing I have ever tasted."

Turning herself around, she sat down directly in front of him, using one of her hooves to stroke his cheek.

"Such a pity about your wife and child. Though I suppose a good many hundreds of families have wasted away in my hives over the centuries."

"Did you ever care Chrysalis?" Wanderlust asked, refusing to look her in the eyes. "Did you ever feel remorse for all the lives you've taken?"

Although he couldn't see, the queen gave him a reproached expression. "Of course I felt for them, I loved every single one of them. I loved them to death." She finished her thought with a slight giggle.

Wanderlust grimaced, wishing he hadn't even asked.

"Oh don't be so sad about it." leaning forward, Chrysalis hugged him into her breast, looking down at him sweetly. "After all, just think about all the children you're going to have with me."

His eyes shot open. "What in the ever-loving name of Equestria are you talking about?".

"Seriously, do you think all my eggs just sprout from a tree? They are all my children, I birthed every single one of them into this world, and I was there when they all hatched. It is the love I feed on that fertilizes me, the more I feed, the more eggs I can lay."

The horror of the realization brought tears to Wanderlust as her fiendishly long tongue curled around his ear, her cheek brushing against his.

"And I'm going to feed on you for years, you will give me thousands of strong, healthy spawn. Enough to send my children into every corner of Equestria!"

Breaking away from him, she put her forehead to his, "Changelings will rule this continent, and I will be queen over everything I survey. And I'll do it all with the taste of your love."

Chrysalis stared deep into his eyes as they filled with tears, and to her curious surprise, found herself entranced by his irises. In them she saw a sparkling that belied something deeper, the soul of a pony of destiny.

Inhaling curtly she recoiled, breaking free of the spell.

"Well now, I think I'm beginning to get a handle on you."

"Queen Mother! News from the town."

One of the many interchangeable drones landed from somewhere above, catching his breath as he bowed his horn.

"News?" She asked. "What news?"

"The Princess, she and her friends were seen heading into the Everfree! And they've captured one of our grubs!"

Chrysalis' face morphed through a series of emotions, her mind branching out contingency plans and counter strategies.

"That was quicker than expected… We'll have to find a way to divert them before they can slip through the perimeter. Twilight at the very least must not be allowed to escape!"

A few more drones gathered around the messenger, waiting intently for her command.

"Then it's time we throw a little wrench in the works, initiate Torchwood Protocol, immediately!"

"Yes my Queen." The group of them spoke in unison, having muttered the phrase a million times or more in their lives.

Wanderlust watched them leave, taking off in formation to carry out whatever Torchwood meant.

"Has it occurred to you Chrysalis, that Twilight and her friends are the guardians of Equestria for a reason? That it's not an accident that they've defeated every tyrant and monster to challenge them? That perhaps you're destined to lose this battle?"

Sauntering back over to where he was planted, Chrysalis laid her jaw over his neck.

"I have given it some thought a time or two. But if there's one thing I've learned over the years…"

She curled her head to look at Wanderlust upside-down, "It's that persistence pays off. They have to win every time. I only have to win once."

Her tongue slid out to drag itself between his eyes and down the middle of his muzzle, "Mmmmm." She cooed, her mouth hanging open to reveal the salivating fangs. "Aged to a fine vintage. Hahaha!"

 **PONYVILLE**

A flare of green magic shot into the air over the Everfree forest, soaring into the sky and bursting in a pyrotechnic star. The light could be seen all over the town, giving some the mistaken impression that one of Princess Twilight's experimental spells had gone awry. Or one of Pinkie Pie's party experiments had gone right. In Cloudsdale also, and the outlying areas, eyes all turned up to the night sky.

As spectators gawked at the sign, others recognized the flare for what it was. The signal to drop the charade.

In dozens of places within eyeshot, ponies immolated themselves in the verdant flame, revealing their naked form to the world. With the command given to discard pretenses to secrecy, Changelings appeared next to whoever happened to be standing near them. Children saw their parents transform, husbands their wives, friends, and strangers.

Only a few moments after the awes and excitement of the fireworks, a general cry of alarm and panic went up from the town. In Cloudsdale, Pegasi scrambled like a hive of bees to evade the Changelings chasing them, but with nearly half of them replaced, and more caught unaware as they settled in for the night, the floating city was conquered swiftly.

Down in Ponyville the streets were filled with fleeing citizens. Changeling drones chasing ponies, running past others already trapped in the green mucus. Those with enough foresight to make for the roads out of town found themselves cut off en route, with groups of drones waiting to ambush them.

A small family of a mother, father, and filly racing over a bridge on the southeast part of Ponyville were overcome when the creatures emerged from the underside, and snatched them all.

A lone mare sprinting through the brush in the direction of Canterlot glanced over her shoulder, and ran right into the waiting hooves of a pair of Changelings that sucked her into the darkness before she could finish screaming.

At the train station, where several ponies had sought refuge, they found the depot empty and the tracks in front of the platform blasted into a heap of warped metal. As far as their eyes could trace in either direction, the tracks were similarly dismantled. With no hope of rescue coming from the railway they huddled inside the station, remaining as quiet as they could despite shivering with terror.

In the darkness they hid under desks, in closets, anywhere they thought shadows would conceal them. When a loud thump at the entrance door caused them all to gasp under their breath and shudder, they closed their eyes and prayed for somepony to come save them.

The door swung open with a lazy creak, the sound of heavy hoof-falls echoing off the floorboards. For a few moments they strode into the room, settling in the center with an ominous quiet.

"I know you're in here." The resonant voice spoke in chilling composure. "I can smell your fear."

General Crassus listened to the minute breaths and palpitating hearts of his game, the pheromones of their distress wafting into his nostrils where he appraised them like a master hunter.

"You would be wise to come out peacefully." He warned. "We will take you unharmed back to the hive."

Stepping over to where Berry Punch was huddling in a fetal position under a service desk, Crassus put his fore hooves on the table.

"However, if you make this difficult, if you attempt to resist…"

Lowering his head to just inches above hers, a malevolent snarl curled his lips back. "Then I promise that before this night is through, you will beg me to throw you in a feeding pod."

He waited, ears rotating to pick-up any indication of motion, luminescent eyes scanning for shifts in the shadows. Coming down from the table, he gave the room a final suspicious glare, turned and casually walked towards the door.

"Have it your way."

Exiting back into the night air, Crassus met several of his legion members who stood at attention to receive his orders.

"Enjoy yourselves." Was all he said to them as he passed by.

The Changeling drones exchanged hungry and mischievous smiles between them, chuckling mischievously before rushing into the station.

Much to his expectation, the station house that had been deathly quiet only moments ago, was now filled with the screams of ponies, and the shouts of his drones in the enjoyment of pillage and plunder.

Up in Cloudsdale, General Magna was rounding-up the last few bits of resistance. Changelings surrounded the floating city, catching or turning back those who tried to escape. The last concentration of pony defiance was within the weather factory, barricaded on the inside. Magna hovered in front of the structure, a smug expression on her face as she knew that they would not last more than a few minutes before her drones already inside took control.

Watching from where he hid among the conveyance ducts, Thunderlane grit his teeth as drones were dismantling the pile of objects that he and a few others had hastily heaped against the doors. Once the chaos started, he had done what protocol dictated, and headed back to work to help secure the factory. Though most on the ground never gave it much thought, every Pegasus who lived and worked here knew that if the facility fell into the wrong hooves, it could be used as a floating weapon, capable of massive destruction.

Unfortunately Thunderlane realized, the Changelings were all to aware of that fact, and most of his fellow staff had already been replaced by the time he got there. Now he sheltered himself in the rafters, a witness to their swift and efficient occupation. Even as he worried about the fate of the factory, more of his mind and heart was focused on the whereabouts of his little brother Rumble. But Rainbow Dash had sworn that he was safe with her, and he believed in the bearer of Loyalty.

As much as it pained him, he knew there was no chance of him getting the factory back under control, the only thing left for him now was to break out, and reach help. Below him, two drones were busy tossing aside the furniture barricade, when another duo dragged a struggling mare towards the exit, drawing the attention of the others.

"Flitter!" Thunderlane cursed through tight lips. Her wings were covered in the sticky green substance, and vainly scraped her fore hooves along the floor. She cried as they hauled her like a sack of carrots by her legs.

"Please!" She sobbed. "Please let me go!"

"Pipe-down!" One of the drones ordered. "You stupid ponies are always begging and pleading!"

"He-he yeah!" The other laughed, before taking on a mocking tone. "They're like: No not my babies! Where are you taking me? What is that stuff?"

The four drones had a good round of laughter, as Flitter covered her face to hide from having to look at them. Like many of the pegasi who lived in Cloudsdale, Thunderlane had known her since before they could fly, and either her or her sister Cloudchaser had foalsat for Rumble plenty of times.

Clearing the last table out of the way, the drones at the door were blindsided by a storm-grey blur, wiping them both out. The two who had dragged Flitter into the chamber dropped their victim and raised their guard. As fliers, pegasi were much faster than Changelings, and their ambition to subdue the ponies lay in caching them off guard. It was this turn about that Thunderlane now exploited. Hurling a jar of condensed fog onto the floor, it shattered, releasing its contents and enveloping the Changelings in a smoky veil.

As they flailed about coughing, Thunderlane snuck in low, and grasping Flitter by the hoof, pulled her away from them and towards the door.

"Come on!" he whispered to her. "We have to get out of here!"

Together, they penetrated the fog and made it to the exit, opening the door and bolting outside.

"I don't know how many there are, but-"

"Look out!"

Flitter pointed a hoof above them, where Magna and at least a dozen and a half of her drones buzzed in place, looking down at them.

"Ah!" The general exclaimed. "You _can_ come out and play!"

Without command, her drones dive-bombed the pegasi as she laughed. Thunderlane wrapped his forelimbs around her trunk, and sped off. Knowing where the closest opening to the ground was, he headed for the south corner of the factory, hoping that he could reach Ponyville and Princess Twilight.

Dependant on making decisions in a split second, he rounded the corner and was able to bank out of the way of a net hung between two drones. They lunged to catch him, but he shot upwards as they crashed into each other. Flitter hugged close to his body, burying her face into his chest as he pushed his wings onward to stay ahead of the invaders.

"Just hang on!" Galloping along the cloud for the last few paces, Thunderlane tucked his wings to his side and leaped into an opening to the sky below. Had he known about the grid of Changelings ready to catch him, he may have saved them all the trouble.

Thunderlane's eyes widened in alarm, perceiving the glint of a hundred or more bioluminescent stares waiting to embrace him and Flitter. He flared his wings to slow his descent, but it was too late. Black hooves latched onto him from above, dragging him back up to the city and wrenching the mare away from him.

"Thunderlane!" Flitter cried, reaching out for him as her captors cackled into the darkness.

He would have called back out to her through the green mucus if he could have, a gob of the parasitic material covering his mouth and soaking into his fur. Flapping violently, it took four drones to finally get Thunderlane under control. They managed to gunk-up his wings and secure his hooves, lifting him hog-tied back to Cloudsdale.

"You've got some real courage in your heart." Magna remarked, her drones dropping Thunderlane onto the cloud in front of her.

"The brave ones always taste so sweet."

As he stared up at the lascivious Changeling General, Thunderlane could only wonder where Princess Twilight and her friends were.

Much like the weather factory, Sweet Apple Acres had become a redoubt against the horde, albeit a redoubt of two.

"Where in tarnation did Applejack get off to?" Granny Smith complained, she and Big Mac holed-up in the attic of the farm house. They had, or rather Big Mac had, moved bales of hay in front of the windows, hoping that the unwelcome visitors would think the obstacle too much work and move on.

"Ain't she hearing all this fussin' and calamity going on?"

Her brawny grandson was stuck for an answer, worried not just about where his little sisters were, but about protecting his feisty old mare of a grandmother from the pack of marauding Changelings crawling over their property. Usually his little sister was the one who handled these types of threats, her and the rest of the Element Bearers. But they were nowhere to be seen, and the Changelings didn't seem particularly worried about them coming around any time soon.

Which was a troubling notion all its own.

On the rooftop, the sound of multiple hooves scattering across the shingles gave them both a moment of freight. Though the opening to the upper outlook had been shut and locked, there was still the fear of just how thorough they intended to be.

"You don't think they'll rustle the chickens or pigs do ya?" Granny asked, sliding up to him to keep her voice low.

While he couldn't be sure, he had never heard anything about Changelings going after animals. Perhaps, he thought, it was because animals didn't have the cognitive ability to conceptualize of love. Or, maybe there was something qualitatively different about affection from animals than ponies.

"E'nope." He whispered back to her.

"Move these hay stacks!" One of them shouted from outside. "Check every inch of this stinking barn!"

Varus was growing displeased at the pace his legion was making with the apprehension of ponies in his areas of concern. He and Crassus had basically divided the town between them, though of course his elder sibling had the superior authority.

Crassus had been there at the siege of Trot, when Celestia defeated their Queen mother, it was he who was first to her side when she fell. He was also there in the imprisonment in the volcano, his swift and keen perception putting down any spark of rebellion or dissention that threatened to arise.

It wasn't that Varus thought his brother undeserving of his position, he was just jealous of the attention he received. To be the recipient of such affection from their mother was every Changelings dream, even a brief interaction with her was enough for the average drone to brag about. And if Varus wanted any of that favor, then he had to show that he was deserving of it. The more minutes ticked by until he was satisfied of his mission, the more the specter of failure gnawed on his nerves.

"We still have whole streets to clear tonight!" Varus snarled, "And we're not finished until every pony is caught!"

One of the drones managed to push back one of the bales blocking a window enough for him to wriggle his way past it. Suddenly however, a loud crack was heard, and he was sent tumbling back into the mud of the pig pen an unconscious heap.

Having learned many things from his brother about warfare, Varus knew that a small number could hold off a much larger force given adequate defenses. The trick to a successful siege he'd been taught, was to get creative, and think outside the box.

Instead of wasting precious time and blood pressure, he formed a sublimely simple plan. If the ponies didn't want to let them in, he would just force them out.

"Burn the house." He commanded.

A few of the drones began firing their green magic into the painted planks of the barn roof. Changeling fire wasn't as hot as the real thing, but it could catch tinder, and multiple streams for long enough would do the job. Eventually after a few concentrated moments, flames began to creep up the walls of the building, the drones doing the same thing on the other side.

Smoke began to fill the airspace inside the attic, Big Mac and Granny Smith backing up against the steep staircase up to the upper outlook. For all his strength and determination, this was one fight he couldn't win, especially not with his elderly grandma in danger of suffocating in the black smoke.

The bales of hay had begun to go up as well, allowing the fire to lick the inside of the room, making it even harder to breathe.

"There's only one way outta this pickle Big Mac!" Granny choked, the presence of the flames overcoming her stubbornness.

"E'yup!" Ushering his grandma up the stairs, he put his body between her and the increasing density of the fumes. He heard the slide lock rattle and bang against its bracket before he felt her move higher up the stairs. The rush of heat through the opening gave him the signal to make his own way up, hoping that somehow they would make it out of this okay.

Of course his better sense told him that no such luck was with them tonight. When they stuck their heads into the open air, taking in deep breaths, they were greeted by the buzzing thrum of many wings.

Big Mac looked out through the rising smoke and floating embers, and saw the Changelings hovering in place around the house. Moonlight shining off their exoskeletons, they waited patiently for the ponies to come right into their hooves.

"You may perish in the fire if you wish!" Varus called out to them, as if their choice was not a foregone conclusion. "Or you may come with us! I imagine the former would be very unpleasant for you!"

The heat beneath them began to encroach on their position, Granny Smith's trembling frame so close to his, he could feel the rapid pulse of her heart.

She gazed up to him, and for the first time in his life, he saw fear in the eyes of the toughest mare he had ever known. How could he save her now? Meeting the stare of the leading Changeling, Big Mac's shoulders fell.

"Very nice of you to join us." Varus said with a flavor of delight. "Drones, give them a hoof out of there."

A number of the indistinguishable drones swarmed over the pair, one seized Granny Smith around the belly, and despite the fuss she put up, they carried her off while she disappeared through the smoke with her hooves outstretched towards him.

"Granny!" He yelled, the smoke and embers taking the opportunity to burn down his throat. It took considerably more effort from the changelings to heft Big Mac's bulk into the air, but with grunting and curses they did so. Against his desire to send each of them off with a strong swipe from his hoof, he didn't want to be dropped. Even then, they'd simply be all over him again and he'd be hurt.

The five drones that held him aloft presented him to General Varus.

"I wouldn't be concerned about separation anxiety for long. You'll be kept close to her, and many of your other friends in the hive."

Varus dismissed the troops with a wave, and they headed back to the Thicket with their prizes in tow.

"The other farms have been cleared General." One of his underlings announced when it flew up to him. "Squad two reports perimeter secure."

"Excellent." Varus mused. "With the capture of this insufferably named farm, that's sector 1 secure. All that remains is word from Supreme Commander Crassus that he has control of the east side."

He took a few moments to survey the carnage of his legion. Not only was the Apple family homestead going up in flames, but the carrot farm on the next hill was likewise a torch in the night, like a series of bonfires.

He reflected on the fact that this night was going far better than the coup in Canterlot had gone. Queen Mother was leaving nothing to chance this time. She had slipped daggers under the ponies throats, and they hadn't even noticed until it was too late. Surely, he thought, surely this would make up for the embarrassing capture of that obdurate unicorn.

When this was all over, he would have to get reacquainted with that Wanderlust. If it took Varus years, he would see that stallion pay.

"Sweet Celestia…" AppleJack let the words hang in the air, she and the others on the rising hill at the edge of the Everfree. From afar they could hear the screams of the towns ponies, and see the few spots where fires had caught.

"The second we're out of town, they make their move."

Twilight Sparkle shook her head slightly in disbelief. "Chrysalis must know we're onto her. She was playing it slow this whole time, now she realized she had to act."

For Pinkie, things getting grim always put a damper on her spirits. This wasn't like giggling at the ghosties, or snortling at the spookies. This was no laughing matter. She merely sat on her haunches, her face drawn with sadness. "I don't suppose this is all a big misunderstanding."

"I don't think so my dear." Rarity said at her side. "We always knew the Changelings would come back for revenge, I guess I just hoped they weren't going to be so good at it. What are we going to do Twilight?"

Though she didn't like to think of it, Twilight knew she was the leader among her friends. Not only that, she was the local Princess, arbiter of justice and protector of the ponies. Until help arrived from Canterlot, she was the one responsible for everypony's safety.

"I have to go back." She said aloud, but to herself. "I have to try and help the town."

At hearing that, AppleJack got very concerned. "Wait a dern second Twilight," She began, wanting to make sure her friend had spoken clearly. "We have to go rescue those little fillies! Chrysalis is bound to be at the hive!"

"I know." Twilight said, her motivations conflicting. "But I can't just leave the town to be destroyed, I have a duty to all of them! Not just my friends." The last statement stung her, because she knew as Princess, she had an obligation to the populace, one that took precedence over personal loyalties.

Rarity approached her, and put a hoof on her shoulder. "I understand that you've taken on new responsibilities Twilight. But I cannot leave my little Sweetie Belle in the clutches of those monsters!" A sidelong glance over to where Arthon stood apart from them gave rarity pause. "Eh, No offense darling."

The Changeling grub returned the apology with a nervous smile, keeping an eye on where the imposter Spike positioned himself beside the Princess. When Rarity addressed him, Spike's vision had darted in his direction, as both a test and a warning.

Things had gotten out of hoof very quickly, and the prospect that he was going to make it out of this with all his limbs intact was diminishing by the minute. If he wasn't caught outright, then whoever was playing Spike could just as well enact the punishment for traitors himself. What was he to do to save his own neck?

With all the ponies attention focused on Twilight Sparkle, an idea came to Arthon, a desperate one, but one that just might see him through another day.

"I'm going to find those Changelings and my sister, with or without you Twilight." Rarity proclaimed, looking all the more worried for it.

"I reckon I'm in the same cart." AppleJack came to a stop next to the unicorn. She too, appearing to make a decision she feared the consequences of.

"Big Mac and Granny Smith can take care of things on the farm, they're tough. Plus, ah'm thinking we could get this whole Changeling thing under control if we go straight to the queen bug herself."

It was a sound strategy, one that Twilight would probably come up with herself on any other day. But this wasn't any other day, this was a day when she had to act like the Princess she was, fulfill the responsibility she owed to Ponyville.

"What about you Pinkie?" She asked, searching her friends face for anything that might conceive an alternative. "What do you want to do?"

Spike looked up to watch the pink mare mull the thought over in her head. He had to find a way to manage this situation carefully, and execute the plan to Queen Mother's directions.

Pinkie Pie traded glances among her friends, "I… uh… I think we should help the fillies first." She spoke almost apologetically, like she thought her answer might be wrong somehow.

Twilight felt the weight of her conscious crush down on her like Tirek's fist. Every second she hesitated to choose one path or the other, more damage was being done.

"I have an idea Twilight." Spike said, to the mild surprise of the rest.

"What is it Spike?" She prodded desperately.

"You and I could go back to town, round-up as many ponies as we can, and barricade them in the castle. The rest will go on ahead, and locate where the Changelings have taken everypony. Then, we can teleport back out to them."

The four mares all considered the plan. It was risky to split up like that, it defied the common sense tactic of not being trapped by shape-shifters. But what else could they do? They were torn between two poles, Twilight's duty to the citizens, and the sisters' duty to their family. It might just be a chance they'd have to take.

"Ok Spike." A thoughtful Twilight said, prompting nods from the rest. "That's what we'll do. You and I will put as many as we can behind the castle walls, and wait for Rainbow Dash and Fluttershy. Arthon will guide the-"

It was then that they noticed that the diminutive Changeling was nowhere to be seen.

"Arthon?" Rarity barked sharply, but not too loud. 'Where are you?"

As they looked, Pinkie felt a pang of betrayal in her chest. She had been the one to try and get through his frightened exterior, and promised to see him taken care of afterwards. And she always kept her promises.

"That scrawny little turncoat varmint!" AppleJack cursed, stamping her hooves. "He's dun' run off on us!"

"You didn't see where he went, did you Spike?" The Princess asked.

"No, he must've slipped off when we were all distracted." He had of course, seen when the little grub had slinked off into the shadows of the forest. It was done in the interest of saving his own neck, and would help the turncoat little when presented to General Crassus for punishment, but it did aid in the mission to have the ponies even more off balance.

Rarity was having no more of these delays however, and dismissed the lost Arthon with a flick of her mane. "As unfortunate as that is, we'll just have to go on without him. Come on girls."

Leading the way, the seamstress didn't look back as AppleJack and Pinkie followed behind her.

Twilight's ears flattened against her head as she watched her friends mach off into the woods, leaving her and Spike by themselves. In the pit of her gut she knew this was a bad idea, but the decision was already made. The best she could do now was act swiftly and keep as many as possible from being enslaved by the Changelings.

"Come on Twilight." Jolted out of her daze, Twilight realized the cause was Spike poking at her leg with a claw. "We gotta get going."

She steeled her confidence with a sharp nod, and lifting Spike onto her back, took off flying towards the town.

 _Where are Rainbow Dash and Fluttershy?_ The fact that neither had been seen yet was disconcerting. _Maybe she's rallied her fellow fliers to scout the forest already?_

From the town, a new rise in screams arose as if the fires themselves were wailing in the night.

 **ABOARD THE RED TALON**

" _Now we are ready to sail for the horn._

 _Way, hey, roll an' go._

 _Our boots and our clothes boys are all in the pawn._

 _Timme rollicking randy dandy-o."_

Admittedly, back home in Thule I never had the unrestricted freedom that the open sea afforded me. Back there, the name Ultima Æclypse carried with it a heritage, a legend, obligations.

" _Heave a pawl, oh, heave away,_

 _Way, hey, roll an' go._

 _The anchor's on board an' the cable's all stored,_

 _Timme rollicking randy dandy-o"_

The bow dipped as it crested up and over a wave, droplets of salt spray misting over my face. High winds whipped the surface like it was chasing after them, giving us a rocky go of it. As best we could discern by our charts, Honalee lay only a few days away.

" _Soon we'll be warping her out through the locks,_

 _Way, hey, roll an' go._

 _Where the pretty young mares all come down in their frocks,_

 _Timme rollicking randy dandy-o."_

It is true, I have done things under the command of Captain Skorn, that under different circumstances might have warranted an immediate prison sentence until old age took me, or the sun went cold, whichever to come first. But if I were to stop and lament over everything in my life worth wailing over, I might remain as still as a statue until I crumbled to dust. Or the great steeds returned to earth, whichever to come first.

" _Heave a pawl, oh heave away,_

 _Way, hey, roll an' go._

 _The anchor's on board, an' the cable's all stored,_

 _Timme rollicking randy dandy-o."_

Nonetheless, if I might have the means to see my wrongs made right, that I might not end my days in quiet ignominy and redeem a once proud name. Might I not also gain the means to accumulate good deeds to balance the scales?

" _Come breast the bars, bullies, an' heave her away._

 _Way, hey, roll an' go._

 _Soon we'll be rollin' her 'way down the bay._

 _Timme rollicking randy dandy-o."_

Of course, that's not to say the memory of those I left behind ever leaves me. Every time I close my eyes I see their faces again. I see the faces of my mother and father, the sadness on their faces as I left home. I see all those I loved back in Aquileia. And even as I shut her out from my dreams, I see Luna's paranormally enchanting eyes as they once stared back into mine.

Fortunately, as a remedy for my usual melancholy, the rest of the crew was singing one of my favorite shanties.

And so I joined in.

" _Heave a pawl, oh heave away,_

 _Way, hey, roll an' go._

 _The anchor's on board, an' the cable's all stored,_

 _Timme rollicking randy dandy-o!"_

"Fancy another dip in the brine, Sable Star?"

Perching on the rail, Ruffles walked along the beam parallel to me, using his wings to balance himself. My good friend now for the better part of 10 years, I have rarely seen the grimmer aspects of the pirate life dampen his spirits.

Forced to chuckle at his jab, I reached out with a hoof to knock out one of his legs. He leaped to avoid it with a maneuver he called the _tuck & twirl_, where he tucked his wings and vaulted sideways over an obstacle. A very handy trick when dodging canon fire.

"Maybe I will." I told him. "And mayhaps I'll find yet another treasure."

"TA!" He scoffed, staying afloat on winds to glide next to me. "You would have the bloody luck!"

"I'm not sure luck has much to do with anything, much less the events of my life." Over the course of our friendship, I had revealed to him some parts of my past, even the painful cause that set me to sea years ago.

He realized his _faux pas_ and cringed. "Right. I suppose there's something to be said for cosmic equilibrium. You've seen my family Sable, fate works in mysterious ways."

Some years ago, I had accompanied Ruffles on a trip back to his family's home on the south-west coast of Trottingham. The death of his father being one of the few things his blood kin would allow him back into civil company for. While he was affable and carefree, to my surprise I had found many of his kinfolk to be contentious, distrustful, and generally a nasty lot.

His sister however, had been quite kind and welcoming. As I had the fortune to learn on multiple occasions.

We were quiet for a few minutes, as was a habit between me and my closer friends, he and Salty Veins. Settling on the quarterdeck, I leaned over the rail to watch a happy group of seals play in our wake.

"What is it exactly you hope to find on Honalee?" Ruffles asked me, still enjoying the open draft. "I've heard the Crimson Treasure was nothing but an old sailor's tale, like the Mermares."

I turned my face away, so that he could not see the amused look that sprawled across it at his mention of Mermares.

"Neigh my friend, I would bet my very life on the existence of this treasure."

Glancing back, I spied the figure of our infamous captain at the bow.

"In fact, I am sure that I've done the very thing."

Ruffles traced where I had looked, and murmured in agreement. "Our good captain has come a long way, long removed from the best shipping lanes and plumpest galleons. We should all hope that this venture of yours ends with a reward deserving of such a reputation."

The Crimson Treasure, it has been said, is one of several artifacts of primordial magic left on the earth after the Great Steeds infused their love of creation into the very world. Among seafarers, it has been the greatest and oldest legend, a treasure horde so coveted, that ponies have spent entire lives and fortunes in pursuit of it.

Theses parts I have learned only recently, for before my encounter with powers beyond my ability to comprehend, I had little knowledge of such wondrous relics left to us from primitive times.

The latter parts of the legend, tell of a forgotten king of a forgotten kingdom, who, seeking to keep his treasure out of the reach of his enemies, took the whole of his great wealth and secreted it away on a island. To protect it further, nopony knew where the island was, save for his one companion on the journey, a youngling dragon.

The treasure itself is said to be vast, with tons of gold and piles of precious stones. But, it is the centerpiece of the treasure that gives it the name, which the gold and jewels are but rocks and pebbles compared. A chalice, shaped by some of the first crystal to receive the light of the Great Steeds. Within this chalice, rests a pool of the first water to rain down upon the earth in the days of creation. To drink the water from this chalice, would imbue the pony with the very magic of the gods.

The Cup of Crimson Wonder.

At least, that's what the legends say. For all I know, it could just give me a stomach ache from drinking stagnant water. Whatever lay in store for me however, I was determined to find out. After all, one does not simply disregard the guidance of talking ravens.

I must have been staring out onto the ocean too long, for in a moment, Ruffles' tail was draped over my face, causing me to thrash about. This was a little trick he and our other Pegasus, Grey Skies likes to play on the rest of us, "brushing" they called it. Though one time Grey had made the mistake of dipping his tail in the oil of hot peppers before trying to brush somepony. He never got the chance to see it work however, as his tail frequently rubbed against his posterior and very quickly inflicted him with a very sensitive backside.

Of they many thing I could have done in retaliation, I was in a frisky mood, and choose to take the tip of his tail in my teeth, and yank him downwards. His chuckling at having his fun came to a sharp end, and he tried to stop his fall by wrapping a foreleg around my neck. This started a chain-reaction of friendly wrestling, which by now I had engaged with and defeated every member of the crew, save the captain himself.

"Ah! You stout bugger! No fair!" He cried on his stomach with a laugh as I used my superior size to simply stand over him and prevent him from getting out from under me. "You know pegasai aren't built for this sort of thing!"

A crowd had begun to gather to watch us, some cheering for me to pin him down, others for him to find some way to escape. Salty Veins shook his head with a smirk, no doubt amused by our youthful roughhousing. Well, youthful compared to him anyways.

"Come now!" I said to him, trying to keep a somewhat serious face. "I've had mares who gave me a harder fight than you!"

The others burst out laughing, but Ruffles' gave me an incredulous expression.

"Oh! Is that how it is then?"

In a heartbeat, he spun around onto his back, and wrapped his legs around my barrel. I admit, he caught me unawares. With a flap of his wings, he lifted me off the ground just enough to roll me to the right and reverse our positions. When my body slammed into the deck, the crew loosed a raucous cheer, somepony had finally managed to topple me.

"Ever have a mare do that, eh?" Ruffles huffed, the mixture of adrenaline and competitiveness compelling him to stare down at me like he himself had not expected to succeed.

"Once or twice." I grunted. "Why should I do all the work?"

After a second, the light in his eyes expanded, and he erupted in laughter so dense he collapsed on top of me. His whole body trembled, even as I rolled him off my stomach he continued to roar hysterically.

The rest of the crew likewise had a good laugh, and gave me a small applause. Even if I had lost the battle, I had won the war.

"A fine bit of entertainment Sable Star." Perched on the main yard of the mizzenmast, Captain Skorn looked down on us both with the type of unsettling grin that we had grown accustomed to.

"Spare me a moment, then you two can get back to practicing for the next shore leave."

I left Ruffles in the state he was in, and followed Skorn to his cabin quarters, making sure the door was secured behind me as always. Due to the nature of our agreement, I was one of the few aboard who Skorn allowed to enter his private cabin. It was, as one might imagine, filled with unique and interesting objects from around the world. Wooden masks from the Zebra tribes, exotic trinkets from the Forbidden Jungle, and numerous other items acquired by fair means or foul.

Normally his desk, a thick mahogany creation of dark staining, was cluttered with trinkets, rolled maps, and a few candle holders. But now a single large map lay across it, one that showed all the known world; the Equestrian continent, a portion of the lands east of the Celestial Sea, and what parts of the undiscovered west ponies had troubled themselves to map.

On our journey thus far, we had rounded the southern tip of Equestria, and entered the South Luna Ocean, a name that I found difficult to speak. More than a hundred pins marked locations on the map; ports, cities, more discreet trading centers, and more than a few spots of interest known only to the captain. Each pin bore a number, matching it to a reference chart that he kept only to himself.

"Have a look here. _RAWK!_ " Skorn tapped his talon on a section a bit further to our southwest, nothing but blue for hundreds of miles.

"According to your little friends." He said with a questioning gleam, "Honalee must be somewhere in this area here. Not many know what goes on that far west, and the waters are poorly charted. Lookin' for this island could take longer than we hope, especially if we gotta go poking' around every rock we come across."

"Captain, from what I was told, there'll be no mistaking Honalee. I think we'll know it when we see it." Looking down at where he had indicated, I could see several small marks in the paper, evidence that he had been staring and tapping at this portion of the map at some length. For all his eccentricities, this was a griffin who was calculating and crafty. A far step above those who I had dealt with previously.

"The very fact that this region remains so unexplored, leads me to think that the chances of having to parse through several false picks is low indeed. It's far easier to let one island escape detection, than it is a whole chain."

"I agree." Skorn said in a flat voice, much to my confusion. He must have read the reaction in my face, for he met it with a sly smirk.

"The nearest coast of Equestria, is this peninsula just to the west of the San Palomino desert. Right smack between the port of Los Pegasus, and the Arimaspi territory, whatever the bloody Tartarus those things are. What got me a thinking' Sable, is just why ain't nopony done a proper mappin' of this little patch of brine. _BRUK!_ "

Again he tapped a claw, this time on the bay of Los Pegasus.

"This here is the only port Equestria has in the South Luna, plenty of traffic going to it for trade, with an inlet that flows right into the heart of the continent. Miles and miles of unsettled coastline to the south, an' the land reaching out to the west, nothin' but mountains and pretty trees."

I didn't quite understand where he was going with this, but there was the buzz of a conclusion just out of my reach.

"It got me thinking; it could be that Honalee just slipped by all these blokes. Or, maybe there's a reason why folk ain't sticking around them parts. Maybe, there's a bloody good reason nopony knows where Honalee is."

His reasoning was sound, and it was not a conclusion I had considered at first. I suppose when one has the mindset of a criminal, it's easier for you to image all the ways somepony might hurt you.

"So what are you suggesting we do? Abandon the treasure?"

Skorn nearly choked on his own tongue at the suggestion, albeit through a fit of mad laughter. Unlike the boys on deck however, this did not serve to ease any tension for me.

" _BRAK!_ I'll be a bag of bones in some merchant's shop before I retreat from a treasure hunt! Especially with so great a prize."

He strode over to the back corner, where an assortment of weapons were stacked against each other. He reached into the collection and pulled out a long, curved leather sheath. Gripping the gilded handle, he drew out the weapon with a motion that led me to believe he was savoring the experience.

As one who has wielded a generous number of arms, the saber that Skorn held aloft was truly a work of art. The handle and guard were ornately carved from silver, formed as such to create the image of a gust of wind. The steel blade itself looked as if it was the still water of a pond, that a ripple might run along the flat if I touched it.

Like a talon, it was shaped with an elegant curve, long enough to skewer a pony from belly to back. He caught me staring, and decided to offer me an example of the sword's efficiency. Plucking a feather from his tail, he ran it down the edge, and I watched if be severed in half as smoothly as an eel slips through water.

"What I mean to say by all this jabber-jaw, is that we might have a bit of a fight for this treasure of yours. And I just need to know-"

In a blur, Skorn levied the tip of the sword at my throat, and I dared not move to give him cause to pursue. True, I could have used my magic to defend myself, but that would create more problems that it would solve. His glare was just as pointed as the blade, and I noticed a small twitch in the corner of his left eye.

"That you ain't gonna give me the ghost when things get hairy, so's you can go off and get _alllllllll_ that treasure to yerself."

I considered my words very carefully, gazing into the blade to see my own reflection. For a second it reminded me of the Hall of Conscious in Thule.

"Captain." I licked my lips to make sure I spoke with confidence, because if he didn't believe me, there was no question in my mind I'd feel the sting of his sword or his talons in my back sooner than later.

"The only object that is of any value to me in that horde, is the Cup. The rest is all yours, every bit, every gem, every thing else."

Skorn considered my words for a few beats, his eyes locked to mine. I swallowed reflexively as I felt the tip of the blade tickle the fine hairs of my neck.

"I'm willing to take yer word as gospel Sable Star." With a flick of his wrist, he swung the saber away from me, pointing it upwards for his own inspection.

"But in this line of business, you can never be to careful. So, as a little measure of insurance, you and I are going to become very close when we near the island. Neither of us go anywhere without the other, and that is my final decision. Any problem with that?"

He spoke the last sentence with a bite in his voice, telling me that compliance wasn't so much a choice as it was a matter of life and death.

"Not a problem at all Captain."

"Good!" He drove the saber back into its sheath with a concluding _thump_. "I'd hate for there to be a problem. _BRAK!_ "

After my tense conversation with the captain, I made my way to the galley for something to settle my nerves. There were times on that ship dealing with Skorn that made me remember the Fyre Drake fondly. The cook, a stocky dark blue furred unicorn named Brogue was busying himself cleaning the pots and pans when I entered and slumped into a chair, putting my head down on the table.

Brogue was one of those ponies, who you could never tell was mad at you or not. He bore the same expression no matter the time of day, or the company he kept. It was always the look that made you wonder if he was about to clock you upside the head, or simply thinking about what to serve for dinner tomorrow.

Also, I always thought he must have come from north Trottingham, as his accent was like Salty Veins', but much thicker. I just never got the nerve to ask him. More times than I can count, he's seen me with the same look on my face, and though he knew exactly what troubled me, I suppose he thought it polite to ask anyway.

"Something on yer mind lad?"

He had asked the question with the tone of somepony who was more interested in sorting the issue out to the end of getting me out of his kitchen. But that was how he always sounded.

"Skorn put a blade to my throat again." I said, my face still pressed to the table. "He used one of his fancy swords this time."

"The saber?" I could hear the mild surprise in his voice. "Aye, a fine choice, that one. I've not seen him threaten a pony with it in a long time."

"Don't I feel special." Turning my head to lay my cheek on the wood. "Is there a pint of cider you could spare? I find that I am in need of some easing."

If ever there was a look that could crush a lump of coal into a diamond, certainly Brogue had it perfected. His glower seemed to darken the whole room, and I had the fleeting thought I might have stumbled upon some sore contention.

"Aye lad."

Much to my relief, he produced a tankard and filled it with some cider we had acquired at our last port. I was still ready to dodge an attack in an instant when his magic set the drink gently down in front of me.

"Much obliged Brogue."

 **PONYVILLE**

The town was in chaos, Changelings and ponies battling it out in the streets. With blasts of magic, she rescued a dozen ponies from capture or entrapment in the green mucus, urging them all to make for her castle.

"Get to my castle quick!" She told one pair after dissolving the viscid substance that held their hooves to the ground.

The Changelings had learned their lesson from Canterlot it seemed, electing to avoid any confrontation with the alicorn as she made her way through town. They swiftly absconded with all the captives they could manage, even if it meant surrendering a few here and there. A small price to pay for the prize at stake.

Taking a moment to catch her breath by Sugercube Corner, she and Spike took temporary refuge in the threshold. Panting, she made sure to keep a wary eye out for the invaders.

"Something just occurred to me Spike."

Spike, feigning fright, kept his face away from her to hide his suspicion. "What?"

"If Chrysalis and the Changelings are back, then there's no doubt she has revenge plans for Cadence too. We have to send a letter warning her."

Only too happy to hear of her remarkably futile idea, Spike's relief was dashed when he realized that he had failed to maintain the inked quill and scroll his target was responsible for. But he needed to keep the charade going somehow.

"In here!" He shoved open the door of the bakery. "There's gotta be something to write with in here!". They dashed in, closing the door behind them.

Inside, the confection company was a wreck, with furniture, baking equipment, and foodstuff cast about as if a tiny tornado has stormed through.

"Mr. and Mrs. Cake!" Twilight called out, worried about what might have happened to the harmless couple. "Are you home?"

No response came, much to her distress, she at least hoped that they had managed to get themselves and their foals to safety somehow. For his part, Spike immediately set himself to locating some parchment and the means to write, finding both behind the service counter. He used his arm to sweep the counter clear, and spread the sheet open atop it. With practiced efficiency, he dabbed the point of the quill, and poised ready for her dictation.

She didn't waste a second, explaining without ceremony the state of the town, and that the Crystal Empire should raise it's own defenses. The letter ended with an appeal for any aid that her brother and sister-in-law could offer, and a plea that it come quickly.

With a dot of finality, Spike rolled the scroll, and held it before him, glancing to Twilight for the confirmation to send. She gave it with a nod, and the letter was engulfed in the green flame.

Chancing a look out the window, Twilight kept her head low, so as not to attract attention. "That should do for now. Help from Princess Celestia and Luna should be here any minute now."

That fact that it had not come already unsettled her greatly, to the point that her mind feared that her message had not reached Celestia at all. It that be the case, what then of the letter she just had sent?

A scattering of hoof-falls on the building exterior broke her fearful concentration. "Come on Spike, we have to see if there are any more ponies who-"

The lights of the bakery went out, suddenly, and put them into such darkness that Twilight could not see her hoof in front of her face. By instinct she froze in place, not wanting to take a step and stumble onto something. Before her brain caught up to her muscles to cast a light spell from her horn, her vision flickered over to where Spike had been perched on the counter stool.

The sight of his eyes in the darkness gave her hearts pause, as his iries gleamed through the dimness to stare back at her. They possessed an uncanny glow about them, one she had not noticed before. It was the particular greenness of them that haunted her, but before her nerves gave way to alarms, she remembered that they had always been green. And perhaps it was merely the perception of them in such darkness that rendered such a startling appearance. Perhaps also, it was the biology of a dragon's eye serving him, to pierce the shadow more effectively than that of a pony.

With a sharp gasp, her horn lit the room, and she saw that he remained the same little dragon as ever before.

"Twilight?" He asked her with a jutting, sideways tilt of his head, concern stretching his features. "Are you alright? You looked spooked."

"I'm okay Spike. Just got surprised by the black out is all." Placating him with a tense smile, she let out a long exhale. "As I was saying, we should try to see if there are any more ponies out there we can still help."

Opening the door slowly, she peeked her head through the crack with a cautious effort to watch for any sign of Changeling gangs. Seeing none, she swung the door open, glancing back to see Spike scoop a helping of frosting off an overturned cake with a claw and lick it off with relish.

 _Good old Spike_. She reassured herself.

The pair took a few quick strides out into the street, the princess of friendship searching for the nearest sign of those in need. Seeing nothing, she made for the path to her castle with due haste. As they went however, she noticed that the Changelings had not fled, indeed, they had made themselves quite at home.

Perched on rooftops like spectators to some great contest of field games, the drones sat atop the houses along the street, watching she and Spike pass. None of them made advances to stop or harasses them, the simply turned their heads, not budging from their spot nor communicating a warning to those farther down the road. In singles and in bunched groups, the eerie and disquieting presence of the Changelings transformed the streets of her simple and happy town into a passageway of some sickness borne bad dream.

"Um, Twilight?" Spike chimed just above a whisper. "Why are they just staring at us?"

"I don't know." She kept her own reflexes on a knife's edge in the midst of creatures that would assuredly like to capture and feed off her. "And I'm not very interested in stopping to ask."

This anxious stalemate continued along her entire route, until at last they arrived at the northern outskirt of the town, with her magically bequeathed castle just before her. However, a new problem awaited them at the start of the road that lead to the front doors. A horde of Changelings, a hundred or more stood arrayed in formation, blocking the path. While she could easily teleport Spike and herself inside the protection of the castle, Twilight sensed there was a purpose to this.

From among the ranks, one of the Changelings emerged wearing a helmet, striding out in front of the rest and coming to a stop about 10 paces from Twilight.

"Princess Twilight Sparkle, it is good to see you again." The voice was surprisingly feminine and soft, spoken with a methodical cadence.

Nonetheless, Twilight was even moreso unnerved by this account of familiarity.

"Have uh, have we met before?"

The Changeling didn't answer right away, opting instead to scrutinize the junior alicorn for a few moments.

"But of course, you and your friends read to me from your lovely story book."

A mental gasp overtook Twilight as she recalled the rueful day she and the others had visited the Changelings at the house of their confinement. After their defeat at Canterlot, Luna had headed an operation to locate and capture as many of the swarm as they could. They were fortunate enough to find Chrysalis herself still recovering, and was able to take her prisoner along with most of her remaining troops who surrendered.

Twilight and the her friends had been sent to check in on their internment, and gotten distracted by the long conversation with Chrysalis concerning the long history of her conquests. It had all been a cleaver ruse however, as Twilight was fooled into opening the door, allowing the real Queen to get the literal drop on her, and escape with her spawn.

"You were the one we talked to!" She realized, remembering the imposter that had entertained their visit. "You were the decoy Chrysalis!"

A cruel grin cut across the Changeling's face. "Yes, it was I whom you engaged with, and believed so honestly that I was in dire straits. Since you have done me such a charity, I feel it only right that we be properly acquainted."

Placing a perforated hoof across her chest, she announced her title with pride.

"I am General Pernicia Magna, Commander of our Queen Mother's 4th and 5th legions. It is my pleasure to welcome you home."

Since Magna had gone through the ceremony of announcing herself formally, Twilight thought it only appropriate as a Princess to address her accordingly.

"I appreciate the gesture General Magna, but I'm afraid we must forego the pleasantries of statecraft."

"In that we are agreed. But-" Magna raised her hoof. "Before you vanish in a puff of smoke to tend to your precious little ponies, you should be aware that my forces, and the legions of my brothers stand ready to complete our siege of Ponyville and see your castle cast down and smashed into dust."

Twilight glared at her, flaring her wings to enhance her presence.

"However…" The General continued. "I am not without mercy. I will grant you some time to comfort them unmolested, _if_ , you can best me in fair combat."

"You want me to fight you?" To Sparkle, such a notion was incredulous, that they would sort some diplomatic stay of action by means of violence. She had fought Changelings before, but this kind of violence for sport or prestige had never been something she would think to resort to. Solving your problems with fighting was certainly not something Celestia had taught her.

"And if I win, you'll leave us alone?"

"For a time, yes. Long enough perhaps to conceive of some plan to save Ponyville and foil our evil schemes once again? A chance you're willing to take?"

The junior princess contemplated the matter. "And what if I lose?"

"Then the matter is simplified. Should I defeat you, I bring you back to the hive and present you to Queen Mother."

"So those are my choices huh? Beat you for a temporary delay, or be dragged before Chrysalis."

"Come on Twilight." Spike said to her side, "You can take one Changeling. You went hoof-to-hoof with Tirek!"

"I do like to give my opponents a say in their own fate." Magna added confidently. "Although I suggest you not let your indecision linger, I would like this matter to be resolved in a timely fashion. The duties of a General and whatnot."

"Fine!" Twilight snarled, her anger getting the better of her. "We'll get this done."

Magna couldn't suppress her pleasure as she removed her armor and gave it over to one of her subordinates. "It is my sincere hope to present you to Queen Mother as undamaged as possible, so take care not to get too beat up."

"I wouldn't worry about it." Leaving Spike behind, Twilight strode a few paces forward to meet the challenge.

"So tell me Princess…" The General moving forward herself. "Who would you like to face? Me?"

"What do you mean?"

"Or perhaps someone more familiar?" Magna transformed herself into a version of Applejack that wore a mocking grin. "Hmm? Ain'cha got some quarrel with yer little pony buddies what need sortin'?" She said, bouncing her shoulders playfully.

Seeing that her taunt was met only with a scowl, Magna chose another example.

The next form however, did elicit the reaction she was hoping for. A wash of green fire gave way to the rising white form of Princess Celestia.

"Is this more pleasing, my favorite student?"

The voice sounded like her, but a poisonous tint in her eyes sent a shiver of fury up Twilight's spine. To defile somepony so good and kind. She lashed out with a blast of magic from her horn, aiming center mass for the imposter's chest.

Celestia moved in a blur to right, avoiding the stream, and dashed again to the left. Caught off guard, Twilight had no time to react when the faux alicorn appeared at last only inches from her nose.

"Boo."

Twilight recoiled with a flutter of her wings, eyes wide. The thought of striking a blow against her beloved mentor was a splinter of pain in her heart, like when she had fallen prey to Sombra's magic trap and been subject to a vision of the Princess putting a harsh end to their relationship.

"It's not Celestia." She whispered to herself. "It's not Celestia."

"Come my faithful student." Celestia teased, flexing her considerable wingspan. "We don't have all night."

Lowering her stance, Twilight tightened her expression, a disappeared in a blink. Celestia tensed, and wheeled around in time to catch her opponent reappear behind her. A torrent of Changeling magic was the first thing Sparkle saw, until it crashed against her protection shield.

Now it was Celestia's turn to be taken by surprise, when Twilight retaliated not with a magical attack, but a jumping double-hoof uppercut that struck her under the jaw.

The Changeling general was knocked off balance, and stumbled back. Almost as amazed by the success of her hit, Twilight noted the wave of commotion that went through the ranks of Magna's soldiers. A number of them speaking to one another in hushed tones.

The imposter Celestia had noticed it too, and putting a hoof to her mouth, felt the spot where the blow had landed with a look of disbelief.

"You will pay for that Twilight Sparkle!" She spat.

It should have been greatly unnerving for Twilight to hear those words spoken with such venom in her teacher's voice. But this wasn't the real Celestia, this was a malicious pretender. She reached out with a telekinesis spell, but got no reaction but a glowing horn from the disguised Magna.

"Uh-uh-uh… That trick won't work on me."

If her own arsenal of magical offense was potentially of no use, she thought back to some flight training she'd had with Rainbow Dash. Not much in the way of real combat techniques, but if anypony could translate some flashy moves into something practical, she could.

With a flap, Twilight was streaking towards her opponent.

Forced to react, Celestia threw her body into motion and the two were on a collision course.

From her study of history, and a few tidbits of knowledge from Shining Armor, Twilight knew that such close fighting didn't play out like it did in the story books, it was usually short, disorienting, and left both with decent wounds.

The two sides met, Celestia rearing back to drive her superior size through her opponent like a train. Twilight countered by folding her wings to her body, somersaulting, and planting her back hooves atop Celestia's head as she passed underneath. She opened her wings and banked for a quick landing, the adrenaline coursing through her heart.

After the hit, Celestia had been sent careening into the dirt with a series of yelps and curses. She tumbled to an ugly stop amidst a cloud of dust and humiliation. Under the collective gaze of her legions she got back to her hooves, her face clenched in rage. Slowly, she stalked around to the left

"Ya-Hooo! Go Twilight!" Sparkle spared a glance to where Spike was cheering for her, giving her a big smile and a thumbs-up.

"I'm usually not adverse to a little degradation for fun." Celestia purred with a growling undertone. "But I'm afraid I've had my fill for tonight."

With a wall of her drones at her back, the General dispelled her regal disguise, and leveled her gaze.

"Seize her."

The Changelings surged forward in unison, the swarm reaching out with hissing cries for her.

Fair combat no longer an issue, Twilight teleported away just as they were about to engulf her. She manifested next to Spike, and used her magic to put him on her back. Preparing to teleport again, this time to the inside of the castle, Sparkle saw the next oncoming of the chitinous marauders was almost on top of her, Magna herself in the forefront.

Sparing them a scornful raspberry, the second before they could put their hooves on her, she vanished in a purple puff.

Inside the front gallery of the castle, Twilight arrived among a throng of trembling and terrified towns ponies. She was relieved to see that the Changelings had not gotten away with as many as she feared.

"Princess Twilight!" The jubilant voice came from Noteworthy, a blue unicorn stallion, as he came rushing up to her through the crowd.

"Thank Celestia you're here!"

At the sound of his announcement, all the others turned in their direction, gasps and numerous praises to Celestia filled the hall with its clamor.

"What are you going to do?"

"What do they want?"

"How are you going to stop them?"

"Do you know where my sister is?"

"Where are the rest of you?"

"Where are the other Princesses?"

Twilight was inundated with one question after another from every angle, the fight with Magna outside hadn't been this intense. The crowd of about three dozen closed in around her, about to accomplish what the Changelings had attempted mere seconds ago, and crush her with sheer body mass.

With another teleportation spell, she put herself in the air above them, sucking in a few breaths of much needed air to calm herself.

"Listen, everypony!"

The mob finally got a handle on itself, and quieted down for her to speak. She saw the fear and desperation in their faces, and wished she had better news than she did. I struck her for a heartbeat that she had no idea what she should say to them.

"Please, we uh…must remain calm. I have sent word to Princess Celestia and Princess Cadence. I have every hope that help will arrive shortly. My friends and I are doing the best we can to keep you safe, but there is only so much we can accomplish. Please be patient and look out for one another. Until then, my home is your home."

It might not be much, but it was all she could offer them in the moment. She searched the floor for her faithful assistant, and found him navigating the forest of legs to break out. Fortunately, he had avoided the claustrophobia of the mob by simply being shorter than everypony else. Thank Celestia for small things. They reunited at the threshold to the rest of the castle, where she spied a number of other ponies wandering about, investigating the other rooms.

"What do you think General Magna will do?" The junior dragon worried. "Will she gives us some time?"

"I don't know Spike." Shifting her focus to the front door, where she might expect the Changelings to come bursting through at any moment, Twilight silently prayed that her own reassurances wouldn't make a liar out of her. Not least because of a concern for her ego, but because the consequences of her being wrong would be very costly indeed.

"I just hope help comes in time."

Outside the castle, A drone approached General Magna, handing back her helmet. She donned it with a measured grace, still salving the bruises to her pride.

"What are your orders General?" The soldier asked. "Are we to assault the castle?"

"No. for now the castle is to remain unmolested. As much as it pains me to have done what I must, the Princess is now in the position our Queen desires her to be."

Magna fixed the stronghold with a sour grimace. "Would that my orders allowed me to defeat Sparkle, we would be dining in her halls this very moment, have no doubt of that."

The command from the Queen to ensure Twilight Sparkle got into her castle had been a difficult pill for her to swallow. But, if Magna desired to earn favor in her eyes, then she would take the indignity, and play the part of the foiled adversary.

"When next we meet Twilight Sparkle, it will not be an act."

 **THE THICKET HIVE**

The sound of his grunts were stifled by his pursed lips, least they draw too much attention. Chrysalis had left him be some time ago, which meant he had some precious moments to work on his escape. One of the strengths of the Changeling mucus once it hardened, was that it had no weak points to exploit, it was a single, solid construct. It also had the effect of sapping the energy out of you, and left in it long enough, the effects were a grisly sight.

There was one trick to getting out of it however, one Wanderlust imagined was not widely known for the simple fact that none but a special few could theoretically manage it.

With a huffing exhale, he tried to keep his concentration, but for a fleeting moment he caught sight of the feeding pods that sat clustered in the corner of the room. Inside them he knew were Trixie, Sweetie Belle and her filly friends, and any number of local ponies unlucky enough to be caught. That he would live to see this horror inflicted again, and forced to see those he cared for used until they dried up.

They were even denied the small comfort of dreaming. Something in the material put the mind into such a state, that those within were put into a kind of limbo instead of a proper slumber. A factor, he was sure helped to prevent Princess Luna from detecting their presence, else the realm of the unconscious might be overwhelmed with their cries.

Wanderlust grit his teeth, and strained his muscles for several seconds, hoping to hear something begin to crack, or even push some ember of magic from his horn. He pushed until he thought his eye might burst a vein.

"oh, bloody Hel." He said with a depressed exhale.

Finally resigned that he would not free himself by such conventional means, he prepared his mind to engage in a method that demanded a considerable toll on his heart and mind. Closing his eyes, he began to breath in a measured rhythm, the corners of his face pinching with the exertion of concentration.

"Wanderlust….." Came the slithering voice from one of the branching halls.

"Oh no, not now!" He cursed under his breath, trying his best to look around for her entrance.

"I've got a little present for you."

Chrysalis approached from behind, as seemed to gratify her to do so with a trapped victim. She ran her hoof along the length of his encased horn, in a vile mimic of something a pony might do for a unicorn love.

"What horror will you inflict upon me now?"

"You sound so angry, my little pet. I hope I can cheer you up." The Queen positioned her head alongside his, her eye glaring into his.

"I brought some of your friends to join us."

Two loud thumps emphasized her statement, and dropped in front of him, were two more feeding pods.

"It can't be…" He muttered.

Inside the newly arrived pods, were Fluttershy and Rainbow Dash, two of the Element Bearers.

"Oh it is!" Chrysalis happily confirmed. "And they're just a start. Before the night is done, I'll have this whole wooden palace packed!"

"And here I was hoping for some more alone time."

Chrysalis chuckled at the banter before laying her face against his. "Truly, you are going to be a most pleasurable pet." Backing off, she cradled his face with one of her jagged forelimbs, staring down at him with a growing smile.

"What a curious specimen of a pony you are."

Wanderlust gazed back at her with wary apprehension, unsure is she was about to lick him again or something even more foul. It was the cough of a subordinate that spared him the chance to find out. She turned to him as the drone saluted.

"Queen Mother, word from your field commanders."

"Report." Somewhat annoyed by the interruption of her perverse enjoyment, Chrysalis nonetheless deigned to hear the news.

"Generals Varus and Crassus have completed their circumvallation of the town. The outlying farms and homes have all been secured. General Magna has likewise brought Cloudsdale under her authority, the weather factory is now at our disposal."

"I expected nothing less. And what of Magna's secondary mission?"

The messenger smiled. "Gone as you desired, Your Majesty. The Princess Twilight Sparkle has retreated within the walls of her castle, along with a number of the towns-ponies. After an unfriendly exchange with General Magna of course."

"What have you done?" Wanderlust demanded. "What has happened to Twilight?"

Though he hadn't parted ways with her under the best circumstances, he knew that she was vital to the protection not just of Ponyville, but all Equestria.

Chrysalis returned her salacious glare to Wanderlust. "Nothing yet, merely positioning her for when I make my entry. My revenge is going to be delicious."

The drone was backing away when the Queen's heard shot in his direction.

"And what of her friends? The other element bearers?"

The smile faded from the messengers face, and he could be seen to take a nervous gulp.

"They have, um, for the time being, we have lost track of exactly where they are."

In the blink of an eye, Chrysalis' demeanor darkened, the green of her irises shimmering with a green flare.

"What?" The coldness of her tone could have summoned the Windigos; speaking the word with an almost imperceptible movement of her lips.

Really wishing he could see what was transpiring behind his back, Wanderlust did his best to make sense of the reflections cast on the surfaces of the hardened mucus that coated the chamber.

Cowering in mortal terror, the drone could not break away from the glare of his progenitor. He tried to explain himself further, but the words sputtered into gibberish as they left his mouth. Chrysalis' horn illuminated so brightly, it obstructed Wanderlust's reflected view, but he could hear the sounds of the hapless drone backpedaling and increasing fear well enough.

"I, I, just mean to, to, say that, w-when they split from Twilight, they ah… they were on their way here. S-surely they'll encounter our perimeter s-scouts at some p-point!"

"They had better, or your mother will be most displeased."

Even from his encased position, Wanderlust could feel the magical heat radiating off the Changeling queen. Her voice gave him the distinct impression that the drone was one heartbeat away from being incinerated.

"Because you all know what happens to my little bugs who displease me." The messenger drone was taken up in her magical grasp, and the small cracking sound could only be his exoskeleton being crushed. "You will find those mares, and they will be brought back here, to me. The consequences of your failure, will be very unpleasant."

The drone struggled to breathe for a reply, but only gasps and nasal snorts came out. After a few moments she released her grip and he crashed to the floor a writhing mess.

"Am I clear?"

"Yes… Yes Queen Mother." His feeble response was as weak-kneed as his attempt to stand, but he managed both before offering a parting salute. She turned away from him sharply, passing only inches in front of Wanderlust. Going over to the pods of Rainbow Dash and Fluttershy, she put her fore hooves atop them and spent some time calming herself down.

From what he saw, there was something that could get through her exterior of supreme confidence. Wanderlust imagined that the wake of her previous failures must have been scattered with those who had the ill luck of being in the way of her warpath. "Maybe I could save us all a lot of trouble by letting you know, that this is the part where the villain's plan starts to unravel."

The remarks from Wanderlust caused a physical shiver to travel down her body, from the base of her neck to her tail. With a snap motion that made him flinch, her head spun around to face backward, fixing him with a dead stare.

"Then it is well that I am thoroughly prepared."

With a pulse of her horn, Chrysalis brought the cavern to life, the rivulets of life-draining hard mucus between the pods that lined the walls and ceiling pulsed with every step she took as she stalked around him.

"I know from your impaired imposition, this may not seem like a wise choice of action. But since you are here, study closely, and you'll see why I have chosen my option."

Chrysalis placed a hoof under his chin, tilting her head. "It's clear from your leery expression, you doubt the resolve of my plan."

She put her forehead to his, "But we're talking royal usurpations, by the end even you'll be a fan!"

Buzzing backwards to where King Aspen lay in slumber, she outstretched her limbs.

"So prepare for the chance of a life time! Be prepared for sensational news!"

Drones entered the room, drawn by their mother's song, and she looked to them with delight.

"A shining new era, in tip-toeing nearer."

"And what of the other?" A drone asked, holding up a poster of Twilight.

"You just leave her to mother."

They began to land in a crowd around her, "I know it sounds sordid, but you'll all be rewarded, when I have my retribution secured! An injustice deliciously squared!"

"Be prepared!" flying out to a position above the part of the chamber that overlooked the larger, lower one, she perched atop a jutting outcrop.

"Oh, I'll be prepared." Wanderlust jibed. "I'll be prepared to watch you get turned into stone, and put in the Canterlot gardens!"

She returned an amused smile. "While I'm sure I'd make a lovely centerpiece, I'd rather just take the whole castle."

"Queen Mother!" An eager drone hovered in the air next to her. "When you take the castle, can we keep the royal gardens?"

"Of course we can my little bug! Maybe even an ice cream shop too…"

Looking down to where her Changeling horde covered every surface, staring back up at her with absolute devotion.

"Follow me my children, and you'll never go hungry again!"

"Long live the Queen!" They shouted in unison, "Long live the Queen!"

Down on the floor, they drew-up in formations, striding before her in a presentation of their loyalty.

"Equestria will soon be united, by a Queen who'll be all-time adored."

"Of course it won't be free, little bugs, there are dangers that can't be ignored."

She watched them go by her with pride and exultation.

"Our future is littered with prizes, more love than even I can foresee. A point that Twilight must realize is…"

She leapt down among her troops, looming over them. "THAT NOPONY STANDS ABOVE ME!

So prepare for the coup of the century!" She sang, the drones in groups providing background harmony, much to Wanderlust's bewilderment.

"Be prepared for murkiest scam! Meticulous planning, tenacity spanning, centuries of denial, is simply why I-"

The drones gathered underneath her, rising like a tower. "Will be Queen undisputed, respected, saluted. I'll be seen for the WONDER I AM!"

Rising to a crest, Chrysalis gazed down at Wonderlust with a predatory scowl. "And there's not a single pony I'll spare."

"Be prepared!" The Changelings cried out. "No, there's not a single pony we'll spare!

Be prepared! Hahahaahahah!"

As their wicked laughter filled the hijacked kingdom, he hated the feeling, but Wanderlust had to admit he was afraid that she just might succeed. Never mind the damage and horror they would inflict in the process of trying. Already, two of the bearers had been captured, three more were in the wind, and Princess Twilight was likely on her own, surrounded and besieged by the rest of the swarm.

"Twilight will stop you Chrysalis. Or Celestia and Luna will, There is no way for you to come out of this victorious!"

Coming down in front of him, the Queen fixed him with a bemused smirk.

"Oh, I have my plans for them as well. I've had Celestia at my hooves before, and I'll have her again."

She strode forward, stopping within leg's reach. "And one more thing." With a swipe of her foreleg, she punched Wanderlust across the snout with her hoof. She felt the crack of his cheekbone fracturing from the blow, and a spray of blood flew from his mouth.

"It's _Queen_ Chrysalis to you, food!" She snarled. "You pique my interest, but do not presume to think that you are more important than a meal that I intend to feed on when the mood strikes me!"

Her head pulled back. "As a matter of fact…"

She opened her fanged maw, her horn alight, and siphoned off a stream of pink mist that flowed out of Wanderlust's face like steam off boiling water. For several seconds she drew on the love energy as he wailed in agony.

Her appetite sated for the moment, she watched his features slump in fatigue. "Since you are so confident in young Twilight, let us see what she has to say."

Producing a scroll from out of his field of vision. "This just came, and I wanted to share it with you." Clearing her throat, her voice changed to that of Twilight Sparkle.

"Cadence, it's Twilight. Chrysalis is back and invading Ponyville, be on your guard. I think she might go after you next. I've written to Princess Celestia, but have received no reply thus far, hopeful for her aid soon. Also, any help you could offer would be greatly appreciated."

Chrysalis flung the letter aside with a chuckle, "She really has no clue does she?"

Another, blank scroll came to float before her, accompanied by a quill.

"Let's have a bit of fun."

Thinking for a moment, she began to write the response This time, narrating it in Cadence's voice.

"Dear Twilight, I know you'll do everything you can until help arrives. I promise, I'll be there as soon as possible. Don't give up hope!"

Jabbing the quill to punctuate the last statement, Chrysalis rolled the scroll in her magic, and set it aflame, back to the imposter Spike.

"Now, what comes next is my glorious arrival in Ponyville! Where I shall be met with cheers and applause!"

Though his jaw stung greatly from the hit, and he could feel the spot starting to swell, Wanderlust knew it probably wasn't the best idea to antagonize her further. Nonetheless…

"Is your ego so starving, that you need your drones to throw flowers in your path when you walk around?"

Putting a hoof to her chest, Chrysalis pretended shock. "MY ego? No, not at all. When I look like this, I command fear and obedience, not love and admiration. Fortunately, I, am a master, of disguises."

Standing on her hindlegs, she allowed the green flames to wash over her body, the greatest of Changeling magic transforming her into somepony else.

Wanderlust groaned when he realized what her plan must be, why the other ponies would be so glad to see her arrive.

"What do you think? I feel a little lean on the belly. White's never really been my color."

He refused to look at the abomination in front of him, choosing to shut his eyes.

"Suit yourself." He heard her say in a comforting voice that he knew concealed malicious intents. The sound of large wings flapping and ascending farther away brought him little comfort, since he knew full well where she was going. The multitude of her drones as well followed after her, the combined thrum of their beating wings almost deafening as it echoed in the chamber.

"I'm sorry…" Wanderlust whispered to nopony. "I'm sorry." Despite the pain in his face, he focused his mind on memories more agonizing than a shot to the nose ever could be. In his visions, he saw a little white unicorn colt sleeping in his bed at night, the light of the moon casting down onto the blanket.

The image shifted to the serene face of a similarly white mare who sat next to him, overlooking a coastal city, starlight sparkling on the ocean waves in the distance. He felt the tender touch of her feathers move across his back.

With a concentrated exhale, he conjured one final memory, the last time he saw them alive, trapped in the Changeling feeding pods, part of a innumerable collection that lined an immense cavern. He focused on that memory, more importantly, he focused on the anger. Rage harnessed and solidified became something purer, an element comparable to the love that had a potency all its own.

If anything could break the grip of a material that fed on love, it was hate. He might not have years to harness the emotion like he did the first time, but if he just concentrated, put all his willpower into the mustering enough hatred to fissure the parasitic material.

"Bah! Come on!" With a frustrated gasp, he broke into a series of short breaths, gritting his teeth.

"Rah! Rah! Raaaah!"

He felt as if his eyes would burst, but finally, a crack appeared in the solidified mucus around his horn.

"Thank the gods, hopefully this time it won't take another 30 years."

57


	14. Chapter 13: Teutoburg

**CANTERLOT**  
 **LUNAR TOWER**

Foreleg hanging on the banister, Princess Luna looked out over Equestria with her chin resting on a hoof. The recent spurt of stress over events long past still weighed on her. She regretting getting so wroth with her sister, even if it was a long time coming.  
A tiny squeak from below roused her attention to where a curious possum was circling around her legs. With a slight smile she wrapped the critter in soft blue magic and levitated him onto her shoulder, where he curled himself into a fuzzy pillow.

"Oh Tiberius, it appears I've still some tears to shed after all. Distance and perspective can only dull the pain so much, even a thousand years thereafter the cause."  
She nuzzled her cheek against his warm furry body, still looking over the land stretching out before her.

"I wonder now, my little friend, if my sorrow is not comparable or even outmatched by some pony down there at this very moment. Is the memory of my lost love not surpassed by a grieving widow for their husband? A child for their parent? For though our romance was enthralling, it was but brief compared to the lives that many mortal ponies share with their beloved ones. And what was our passion? Was it not the mad indulgence of youth? A fascination enhanced by its taboo character?"  
Luna sighed, once more dropping her cheek down onto her hoof. "Even if we had proclaimed our love publicly, I accepted his betrothal, and the two of us married, what would my end have been? To watch him age and wither before me until his last breath passed, I looking on with my immortal complexion? To go on and watch generation after generation of our scions succumb themselves to the implacable toll-master of the beyond?"

The idea of living on as her children and orders of grandchildren rose and fell put a sharp pain in her heart, not all of it due to a grim notion. Rather, that she would get to spend whole lives, make untold many memories with her lineage. Seeing them live their lives in alternating rhythms of mediocrity and greatness, heroes and farmers, legends and legend tellers.

"I shall never know Tiberius-" Luna raised a hoof to stroke his back, making small swirling motions on the pate of his head.  
"-what kind of alternate fate may have played out, had those decisive moments not come to fruition. For good or ill we are each of us conscripted to the lives before us. Whether it be the machinations of gods, capricious or foreseeing, or the culmination of every choice we make in a matrix of possibilities that leads us not to some… ultimate predestination."

Glancing up to the stars as they sparkled by the dozen, she pursed her lips. Often during her nightly post she was left alone with her thoughts. The aftereffects of her reading habits being a combination of poetry and philosophy manifesting as a chimera of introspection.  
"But you wouldn't have a care for any of that would you?" She nuzzled her pet in the stomach, earning from him a delighted squeal. "I tend to get lost in the metaphysical when I'm in a contemplative mood."

"But why should I burden myself with misery long since past and beyond repair? Why wallow in superfluous self-pity when so much possibility lies before me!"  
Thinking to herself with a raised eyebrow and side-scrunched expression, she hummed in consideration.

"I think I should take on a new hobby! Mayhaps I will pen a new history of Equestria, or design a new observatory to be built atop Canterlot Mountain. Yes, a new hobby will serve me well."

Above the balcony, two of her nocturnal guards kept vigil, their membranous wings flexing and refolding for comfort. Quieter and more forbidding warriors compared to their daytime counterparts, they preferred to maintain their watch without the pomp and circumstance as was the custom of the Solar Guard. As such, the Thestrals followed their dark Princess from a short distance instead of a cumbrous entourage of thumping hooves and clanging plate armor. Not that they regarded their ancient duty as anything less than sacrosanct.

They were eyeing the Princess retreat back into her tower when a glimmer of light from off in the distance was caught in the corner of ones vision. He snapped his head over to where it had been, somewhere in the air over Ponyville, watching like a hawk for any further activity. None came however, as everything over the recently-famous community seemed as tranquil as ever.  
Satisfied, he dismissed the worry with a grunt, peeling his focus away leerily.

 **THE KINGDOM OF THE THICKET**  
 **CURRENTLY THE CHANGELING STRONGHOLD**

"Come on! Hrrrrng!" Straining his neck to the point that he could feel the veins coursing, Wanderlust bit his lip in the effort to break his head out of the hardened mucus. Finally the material cracked apart with a snap, freeing him from the neck up. Now able to crane his vision around, he glanced over to the collection of pods that filled the throne room, his nerves shaking to see the likes of the fillies he had rescued in the forest, and Trixie who had fled from him in tears.  
Worst however, was the sight of Fluttershy and Rainbow Dash, paralyzed in the gel that siphoned the love magic out of them until they dried up. Not only were they two flyers, but without them, the Elements of Harmony would be negated.

"Ah!" He barked. "That damn parasite has taken the biggest weapon off the field before the battle has even begun!" The sting of Chrysalis' blow to his cheek was a reminder that she now thought of herself as being able to strike with impunity.  
A smaller pod nestled between the two Pegasai caught his attention, and he spied the diminutive dragon wrapped in the fetal position. A sure sign that Princess Twilight was surrounded on all sides by her enemies.  
"Ooooo I'd better hurry this up a bit."

No longer hindered by the draining effect of the green mineral, the white light of his magic beamed from his horn, the space filled with a blinding luminosity. Tilting the tip of his horn down, he focused the light into a concentrated beam aimed at the material at his hooves. The beam blasted it away bit by bit, until his forehooves and up the legs were exposed. With enough of the organic concrete destroyed, he flexed his muscles to break apart the piece over his chest.  
"Alright… there's one half."

With a mixture of his magic and might, Wanderlust chiseled himself out, bits of his mane and tail were still embedded in chunks of the stuff, but it was a tolerable burden for the time being. He had more pressing concerns.

Wanderlust took Trixie's pod in his magical grip, levitated it until it reached the ceiling, and brought it back down, cracking it like an egg. She spilled out of the case covered in slime, small muscles twitching in her legs and face. He knelt to her side, knocking the sides of the pod away, and cradled her head in the crook of his foreleg.  
"Trixie… Come on girl, wake up." With a hoof he wiped the muck away from her face. For a brief moment, it occurred to him that this was not unlike what her parents must have seen when she was first brought into the world. He jostled her body, hoping to stir some movement.  
"Come back to me little filly, snap out of it!"

" _Cough! Hack!_ " A pained grunt accompanied the expulsion of a small amount of gelatin she retched, instinctively turning her face to the floor. Wanderlust rotated her body to help the cleansing process, rubbing her back with a hoof as a gesture of comfort.

When she had finally spat the last of it out, she gazed up to him, eyes watering, and threw her forelegs around him, clutching as hard as she could in her weakened state.  
"Oh Wanderlust!" She cried, her body heaving. "I don't know what happened! I was running away, then I got lost, and then…"

"That's alright Trixie, that's alright." He cooed, hugging her in turn but not too hard. "You just ran into some nasty customers, that's all. Just like that time in Dodge City."

A tiny chuckle sent another quiver through her rattled nerves. Breaking away enough to look him in the face, Trixie's expression melted. "You came for me, even after I was so mad at you."

"Of course I did." He told her matter-of-factly. "Who else am I going to rush headlong into certain danger for, huh? Nopony else but you."

She reached up and laid a hoof on his face, as if to make sure he was really there.  
"I just didn't understand why you left. I thought you must've been so disappointed in me."

"You had your every right to be angry." Wanderlust admitted, putting his forehead against hers. "I should have given you an explanation, some time to process things. Especially given how things ended with your father. I'm sorry Trixie, I never should have hurt you like that. I couldn't have been more proud of you than if you were my own daughter."

They hugged again, the emotion of the moment subduing old and brittle notions of resentment.  
"But there is a very serious conversation we need to have once we resolve our current dilemma."

Trixie gawked at their surroundings, seeing the walls covered in the glowing verdant pods.  
"Is this… a Changeling hive?" Shrinking into his breast, the severity of their situation fully dawned on her.

"Yes, Chrysalis has taken the Deer's kingdom for her own, using it to launch a stealth campaign against Ponyville and Princess Twilight." Wanderlust let her go and strode over to the newest captures, taking Sweetie Belle and the other foals in his magic.  
"She has however, committed a grave tactical error, and invited her enemy into her sanctum."

Rising to her hooves, Trixie examined the others still trapped. "I suppose we could compromise with her, just let her take Twilight and leave the rest of us alone."

"Trixie." He warned in a flat tone. Though the situation was dire, he found that his wrath was spent after the several hours. Sapped from him by the taunting of the Generals. Now he found himself reinvigorated. He had arguably been in worse spots before, most of those times alone. But with Trixie by his side there was a strange feeling of enthusiasm, an old wily impulse.  
"First things first." In his magic, he cracked the children's pods, easing the five of them to the floor and discarding the husks. "We have to get as many ponies as we can out of these things."

"And then what?" She asked, moving over to a pair of pods in the corner, where a green unicorn and an odd looking Pegasus were entombed. "We escape to Canterlot? Get help from the princesses?"

"Not exactly." After making sure the fillies were alright, Wanderlust stood over the pod of King Aspen, and lanced the membrane with a beam of magic.  
The Hart of the Forest slid out of his incubation, unfurling his lean limbs. Wanderlust muscled Aspen to his hooves, carrying him over to lay him on his throne. Though it was dark, he could still make out the wooden pillar underneath the encrusted Changeling mucus, and the hollow at the base was none the worse for wear. Setting him into the seat, Wanderlust felt the king begin to stir. Aspen opened his eyes with a pained expression, began coughing and blowing the muck from his snout.

"That's it." Wanderlust said, patting him on the back. "Get it out." Glancing over to Trixie, he saw that she had freed the unknown couple, and was now working on Rainbow Dash and Fluttershy. "Make sure you awaken the young dragon." He told her. "We'll need him."

"The Changelings…" Aspen said in a hoarse voice. "Chrysalis…"

"She's out at the moment, which means we have precious time to sort ourselves out here." It would probably take days to clear out the sheer number of pods attached to the walls and ceiling, far too much time.  
Wanderlust gripped the royal cervid by the shoulders to emphasize his point. "Ponyville is under attack, and the Princess is in great danger. With Twilight in check, Chrysalis will have free reign to move on Canterlot, with nothing standing in her way."

"Then * _cough_ * I'm afraid Chrysalis is quite mistaken." Aspen grit his teeth, straining to regain some image of authority.  
"There lies an entire forest between her and Canterlot!"

 **EVERFREE FOREST**

"Shh! Stay quiet!

Hunkering down under a large tree root that had turned into an awning, Rarity, Applejack, and Pinkie Pie stayed as still as they could. Passing over them a small army of Changelings flew through the area, combing the brush.

"Spread out and find them!" Yelled a drone with a helmet. "Queen Mother wants those other three element bearers! And Celestia help us if we should fail!"

"Other three?" Rarity whispered. "What does that mean?"

"You don't think they caught Rainbow, Fluttershy, and Twilight do you?" Curling her hooves, Pinkie tried to contain her anxiety as the patter of chitinous hooves sounded close by.

"I wouldn't put too much worry in that." Keeping a cool head under the circumstances, Applejack didn't want to let any such fear hinder her resolve. "Them girls can take care of themselves. We just focus on not getting rounded-up by them creepy Changelings, save our fillies, and then make it back to the others."

A loud stomp on the root above them forced them to recoil deeper into the alcove, hoping the cover of night would help to conceal them.  
The changeling sniffed the air, following the unmistakable scent of fear that ponies gave off. Not as potent as love, their senses not as attuned to scour for it, the changeling could nonetheless discern the unique, seared meat and black pepper odor. It leaned down taking careful, methodical whiffs, it's focal-less eyes scanning the area for any visual trail.

"Over here!" One of them yelled from a short distance. "They went this way!"  
The higher-pitched voice was recognizable to Rarity and the others. As soon as the Changeling hovering over their heads heard the call, he dashed away, leaving the girls to a sigh of relief.  
"Arthon!" Pinkie said with worry.

The young Changeling stood at a fork in the trail, one that lead in the opposite direction the mares had been heading in. As his elder siblings approached him, he pulled his forelimbs into his chest and quivered under their baleful gaze.

"Look who it is." One of the others growled, encircling the grub. "The little traitor Arthon."

"Traitor! Me? No!" Arthon pleaded, shaking his head. "They pony napped me! Forced me to tell them things!"

It was a lie, Applejack thought. Well, for the most part. Able to hear what was transpiring, the mares' confusion grew as they listened to Arthon spin a story to save his own thorax from retribution.  
"I swear, I would never betray the hive!"

"You better hope General Crassus believes you!" Another barked. "Or you'll be food for the snapdragon!"

A tremendous buzzing from above drew all attention to the skies. Necks craned to see a multitude of soaring shapes, blocking out the stars almost completely.  
"Mother is on the move, she's moved out her reserve from the Thicket." The leader of the small troop said. "She will soon be in Ponyville, if we do not capture the other Element Bearers before the end of the night, we may all share a fate in the teeth of the snapdragon."

He gazed up the path where Arthon had indicated, and made up his mind. "We don't have time to waste. Come!"  
Taking off without any further deliberation, the Changelings fled up the trail, away from the mares hiding place. Arthon however, lingered back for a moment, looking over to where a set of eyes under a bush of pink hair stared back at him.

"You too grub!" The leader called from the front of the pack. "We're not letting you out of our sight."  
With a nod in Pinkie's direction, Arthon fell in behind the others and disappeared into the forest.

Creeping carefully out from their alcove, Pinkie, Rarity, and Applejack made sure the changelings were well off in the distance before stepping out completely.  
"I guess that little feller was decent after all." AJ admitted. "Coulda given us up right there."

"I knew it!" Pinkie exclaimed in a hushed voice. "I knew he was one of the good ones! Do I know how to pick'em or what?"

Rarity nodded, but remained serious. "He's bought us some time, and we've got none to spare. Let's go girls, If I remember right, the Thicket isn't too far, and those Changelings heading to town were coming from this direction." The seamstress trotted down the path left clear to them, stopping only to examine a splotch of mud on her hoof before shaking it off with a look of disgust. The others were quickly behind her, Applejack keeping a wary eye out, Pinkie bouncing with a newfound spirit.

As they progressed deeper into the Everfree, the forest continued to thicken and morph into something primeval, as if they were going back into earlier ages of the planet. The trees stuck out of the ground like bent geezers, gnarled branches reaching out like ghoulish figures to ensnare unfortunate prey. Observant orbs large and small peeking out from dark pits, emitting curious trills and whispering to one another in animal tongues.

The mares however, remained on course. Rarity focused herself on the path ahead, on her sister in the clutches of the marauding parasites. Likewise Applejack had Applebloom in mind, hoping to get to her before any lasting damage was inflicted. Pinkie, for her part, was just determined to do the right thing.

 **TWILIGHT'S CASTLE**

Spike, as he was thought to be, peered out of the castle window from a higher floor to look down at the horde of his fellow Changelings still collected below.  
" _What's taking them so long?_ " He cursed under his breath, having to suffer being trapped in the castle with ponies. He could practically taste the love emanating off them, and the urge to gorge himself was becoming maddening. " _The princess is right here! She's got nowhere to go!_ " But frustrated as he might be, he had been selected for this particular replacement due to his patience. Drones were not drafted at random for these types of things, no. Like the ponies they fed on, some possessed aptitudes and qualities others did not. Spirochete had shown himself to have a superior constitution than most in his generation, disciplined enough to withstand the training necessary to go undercover at such depth.

Nonetheless, his hunger clawed at him, no salvation from the ravenous need to feed that drove all Changelings to pillage and plunder. Enduring as he was, the inexperience of his age kept telling him that this was taking entirely too long, and that they could just crush the resistance right now and move on. It was the order of his queen mother however, absolute and unquestionable that forced him to swallow his vexation and wait until the proper time.

 **Down in the foyer below** , Twilight occupied herself by talking to the other ponies, hearing their experiences of the night, and putting together a chain of events. She was supposed to teleport herself and Spike back out to the Everfree, but the ponies here were so scared, and she was literally the only thing standing between them and the Changelings. She couldn't bring herself to abandon them just yet.

"-And then my friend, he just… changed right in front of me! Into that… horrible thing!" The sobbing Pegasus mare had been on break at the weather factory when the invasion was sprung. She had escaped by the skin of her teats by flying through clouds to evade her pursuer. Twilight sat next to her on the bench, her right wing draped over the mare's shoulder for comfort.  
"I just… I just wanna know what happened to him!"

"We will find him." Twilight said, hugging her in close. "I promise we'll find everypony and bring them back home."  
The junior alicorn used the embrace to avoid having the mare see the look of doubt on her face. She and her friends had always triumphed in the face of adversity, and defeated the greatest threats Equestria had ever known. But she knew none of that guaranteed the next victory. For their homeland to be safe they had to win every time, but the villains only had to win once.  
"You'll see, everything will-"

"Twilight! Twilight!" The sound of Spike's excitement as he hopped down the stairs quickly got everypony's attention. A murmur of conversation began to spread.  
"Open the door!"

Hearing that, a number of the ponies became highly agitated. As Spike rushed towards the door, three of them seized him and held him down.  
"Are you crazy!" A stallion yelled.  
"What are you doing?"

"Everypony relax!" Flapping above the rest, Twilight used her magic to separate the pile of bodies and suspend them all.  
"Spike! What is going on?"

"Princess Celestia! The real Princess Celestia!" Spike exclaimed. "She's here!"

Her magic bubbles holding up the four, popped and dropped them to the floor when she gasped. "Already?"

A new commotion went through the crowd. "Stand back everypony." Approaching the doors, Twilight ushered the others away from the potential danger zone with her wings. "I'll give it a look."  
She braced herself for what she might see, knowing that it could all be another ruse by the shape shifters. Taking the door handle in her magical grasp, Twilight opened it just enough to get a good glance at the outside.

The skies over Ponyville were filled with combat, armored royal guard stallions battling the Changelings both in the air and on the ground. Pegasai squadrons chasing down fleeing drones, Earth Pony phalanxes smashing through chitinous ranks, and Unicorns lashing out in all directions with magic blasts and deflective shields.

And there, striding through all the chaos of battle, was the Solar Princess herself. Wherever she cast her magic, the Changelings slumped to the ground, breathing softly as they slept.

Still surrounded by the drones of her legion, Twilight could see General Magna consolidating her forces at the entrance to the castle.  
"Sh-she's just a little bigger than the others!" Magna called out. "Just more love to feed on!"  
But the others didn't share her confidence, and refused to budge from where they stood.  
"Come on you simpering grubs! Attack!"

Celestia came to a pause a dozen paces away, giving her adversaries an inviting smile as if to welcome their challenge. Royal guards approached her sides, but she fanned her wings out to stop them. Her glare hardened as it focused upon Magna, letting the General know that choosing to battle would be a very costly mistake.  
"Surrender Changeling!" Celestia demanded. "Surrender and you will not be harmed!"

Magna hissed, her tongue wriggling out from between her fangs, drones closing ranks around her.  
"Our Queen Mother will not be denied her prize! You cannot prevent what is to come!"

"We shall see." A ball of light formed at the tip of Celestia's horn, casting such a brilliance that it forced the swarthy horde to shrink back and cover their eyes. Lowering her wings, the rest of her guards advanced. It was a classic technique known as the 'pincer movement', with the royal guards all converging on the flanks of the Changelings. Earth Ponies led the way bearing shields, behind them the unicorns cast their own subduing spells. The Pegasai strafed over the top, catching any who tried to flee and knocking them back down.

One by one they were felled. Unable to see, unable to coordinate a counterattack, unable to retreat. Twilight had heard about her mentor having to lead her guard into battle before, but to see it personally was something incredible. Gone was the warm teacher she'd known for years, replaced by the efficient and powerful master, giving them an example of what an alicorn was capable of.

Magna heard the drones beside her drop, and in one final act of spite, turned towards the castle where she sneered at Twilight with a look that could crack ice.  
"I'M NOT FINISHED WITH YOU SPARKLLLE!"

Left standing alone, Magna tucked her head between her shoulder blades and faced the wrath of the Princess. Celestia, now standing about a leg's reach away, shot one final ray of magic that struck Magna on the forehead between brow and horn. With a gasp her legs gave out, unconscious before she even hit the ground.

"Princess Celestia!" Twilight bounded out of the doorway, fluttering over the carpet of slumbering exoskeletons. She landed right in Celestia's breast, throwing her forelegs around the mass of warm white fur. Except it wasn't as warm as usual, and the reciprocate hug was delayed in coming. But these were slight oddities, nothing to be overly concerned about. pulling back, Twilight looked up into her face.  
Celestia beamed back down with her own smile, tilting her head slightly.  
"Are you alright Twilight? Are you hurt?"

She couldn't exactly put her hoof on it, but there was something about the warm face that seemed… off. Like there was something missing.  
"I'm ok." Twilight said, masking her anxious tone as best she could. "But my friends are in trouble."

"Then we have to act fast." Striding onward, Celestia headed for the castle entrance. "Luna is taking her guards and sweeping the other side of town. Right now we have to organize our resistance and coordinate an offensive strategy to retake the Everfree."

Twilight couldn't bring herself to follow in her hoof steps right way. She had never heard Celestia talk about warfare like that. Granted, there was plenty of room in her long life for some experience with military tactics, it was just jarring.

"Come Twilight." Stepping over the downed drones, Celestia motioned for her guards to take up sentry positions around the grounds and start clearing the unconscious. "We don't have much time. Chrysalis could be maneuvering another legion into position as we speak, she is fiendishly clever like that."

" _Ok, that was definitely odd._ " Even if it was technically true, it wasn't something-

As Twilight crossed over the threshold of the castle, her eyes widened and her throat ran dry, lips parting just enough to let a breath seep out. A shiver worked its way up her spine, watching the sheltering townsponies smile and greet Celestia. Like watching lambs greet the wolf. The alabaster alicorn nodded and offered comforting words to the worried, giving them all the sight and sounds of their beloved ruler.

But it now dawned on Twilight, that she may have just allowed a perfidious predator to enter her castle. What then could explain her fellowship of many guards? And her disposal of Magna? Could the thousand-year princess not be forgiven some unfamiliar quirks under these conditions? And if this was another imposter, she stood a much better chance of subduing it somewhere without this many potential Changelings around. Twilight thought to herself, and devised a plan.  
"Right this way princess." She chirped dutifully. "I have some maps of the Everfree in my library." Taking the lead at a quickened pace, Twilight escorted the royal entourage down the hall.

"Of course, my faithful student." Celestia agreed. As she walked, she noticed a diminutive purple dragon scampering up alongside her. For a moment the two merely glance sidelong at one another. Then Celestia gave him a quick wink. Spike returned the acknowledgement with a compressed smile before bounding forward to catch-up to Twilight.

Celestia's vision darted around, examining the surroundings. "What of your friends Twilight? Where are they?"

The question, simple as it was, caught her by surprise. "Oh, uh, they went to round-up anypony who could help."

"How good of them." Celestia complimented. But Spike, who hung back at Twilight's rear glanced over his shoulder and shook his head. It amused her to watch the alicorn's attempt at deception. In many ways she was still just a child, lacking the finer skill for the art, bearing the unmistakable stamp of her youthful inexperience. This meant that Twilight at least suspected what was going on, and was leading her somewhere on purpose. She smiled at the notion, and it brought her no small degree of satisfaction. It was all she could do not to burst out laughing.

 **EVERFREE**

"If I remember rightly, the Thicket ain't but just around this bend." Her Stetson lowered over her forehead, Applejack exhaled with anxiety. They had been delving ever deeper into the savage woodland, motivated by a desperate partnership of love for their sisters and faith in their success. There was no room for doubt to distract them, for indecision to slow them down. If there was one silver lining to having the Everfree infested with Changelings, it was that they drove out all the other inhabitants, like the manticores, timberwolves, and cockatrices.

"It better be." Rarity complained. Her mane was drooping and frayed, sweat soaked into her fur. "At this rate I won't be in any condition to rescue my little Sweetie Belle from those horrid beasts."

"Tell me about it! I'm totally beat!" Bouncing past her friends, Pinkie Pie seemed about as exhausted as a rabbit on caffeine.

Frustrated, somewhat, by her friends, Applejack knew that the superior Earth Pony endurance was giving her and Pinkie an advantage over the unicorn. But still, she couldn't keep her moaning to herself?  
"Now thar'll be plenty of time to rest when we got our girls back."

"What's that you say?" Came an angry, snarling voice. "You could use a rest?"  
Dropping down from the branches above, several Changelings surrounded the mares, horns leveled and magic ready to strike.

The girls backed-up against one another, consolidating in the center of the formation.  
"Stay back!" Rarity commanded, lighting up her own horn. "Stay back you ruffians!"

Of the eight drones, one of them stood taller as the others crouched.  
"Ha! And they said there'd be no glory in perimeter patrol! Now I, Centerapax, will be the one to capture the pony-princesses' minions! And I will bask in our mother's favor!"

"We're not Twilight's minions!" Giving the leader of the troop a defiant face, Pinkie showed no fear. "We're her friends!"

But the correction seemed to be one that escaped the Changeling's grasp. They looked amongst each other, exchanging shrugs and negative expressions.  
"What's the difference?" One of the drones asked.

"What's it matter?!" An incredulous Centerapax yelled, furious at the numbskullery of his squad. "Seize them!"

"FOR THE QUEEN!" They shouted in unison, charging forward to close the circle.

During the siege of Canterlot, Applejack, Rarity, and Pinkie had taken on dozens of the shape-shifters. Scary-looking and dedicated they were, but efficient fighters they were not. Their specialties were deception and strength in numbers, not hoof-to-hoof combat.

But they were however, highly adaptive. Rarity caught one of them in her magic, but was tackled from behind by another.  
"Unhoof me you brute!" She cried, but quickly her horn was covered in the magic-containing slime, and her flank was stuck to the ground.

Pinkie managed to evade a few of them, tapping their shoulder and darting back and forth to make them lunge and fall over themselves.  
"Over here! Peek-a-boo! Tag, you're it!"  
But one was savvy enough to see the trick coming and spat his adhesive bile on the ground between his legs. Pinkie came up behind him, and when she reached over to tap him, he leapt forward and lured her to step into the muck.  
"Oh-oh!"  
"Get her!" No less than four drones dog-piled on top of Pinkie to hold her in place, making sure to glue the rest of her limbs down.

Applejack was the last mare standing, fending off her assailants with powerful bucks to keep them at a distance. Finally it was Centerapax himself who waited for an opening and threw himself on top of her. She tried to buck him off like a rodeo champion, giving the Changeling sergeant a ride that rattled his brain.  
"Git offa me ya buggy varmit!"  
Another drone latched onto her hind leg to weigh her down. She reared up, and a third drone ran itself headlong into her stomach, bowling the whole cluster over. Centerapax was pinned underneath her, but in the ensuing wrestling match, he was able to free himself and splatter her back with the green mucus. When she was at last rolled onto her spine she found herself unable to escape.  
"You get this creepy gunk off me right now!" Applejack demanded as she kicked and thrashed.

"Yes!" The changeling in charge raised a hoof in victory, involuntarily beginning to salivate. "I've done it! The Princess's minions are mine! Mother will reward us for certain!"

"Oh!" Rarity groused. "The only reward you'll get is a swift hoof across the jaw!"

"Stupid pony!" Centerapax strode over to the defiantly pouting unicorn, and putting his fore-hooves on her cheeks, he tickled her nose with his tongue. "I wonder what your love will taste like?"

"Hooves off the lady!" Everypony turned in the direction of the authoritative voice, up to a ridge that oversaw the path they were on. Standing there with a light atop his horn, Wanderlust glared down at the chitinous marauders.  
"Or else."

Unnerved but not cowed, Centerapax glanced among his squad, trading smirks and chuckles with them.  
"Oh yeah? You gonna make us? Hmm." He leered. "You and what army?" They lowered their posture and stalked forward, preparing to capture this wanna-be hero.

Wanderlust did not move, but at his sides emerged a number of other figures. To his left were Trixie, Rainbow Dash, Paleo Search, and Gentle Heart. On his right, King Aspen and his deer warriors made themselves known, an array of antlers and very angry looking faces. The Changelings stopped in their tracks at the sight, the opposing numbers continuing to rise.  
"This one." Aspen growled.

"HI RAINBOW DASH!" Pinkie Pie yelled, the right side of her face plastered to the ground.

Wanderlust began to step down from his vantage, the others keeping pace beside him, moving as a single unit. The Changelings started to backpedal, unwilling or unable to take their eyes off the approaching forces. Rarity, searching among the legs for any sign of the fillies and colts, found them at last when they crested the top of the ridge, taking the place of the adults as they advanced. Among them she saw Sweetie Belle and her friends among a number of other youngsters. She felt her heart skip a beat.

"What's going on?" Still trapped on her backside, Applejack had to lay her head on the ground to see what was happening. Upside-down, all she could see for the moment were the Changelings facing away. But they parted around her as they retreated, allowing her to see Wanderlust and the others.

Centerapax, realizing that he would gain neither victory nor reward here, decided that it was better to survive to fight another day.  
"Fall back!" He ordered to his drones, his wings buzzing to lift him off the ground. "Rally to the castle-UGH!"

As they tried to flee, every Changeling was caught in a white nimbus, thrashing in place to try and escape.  
"You're not going anywhere." Wanderlust sneered, the tip of his horn glowing even brighter as he and the others descended upon them. "I have use for you!" The Changelings were slammed to the ground, and still in the magical grip, pulled together despite their hooves clawing into the ground.

"No! No!" Centerapax squealed, fearful of the baleful glare the unicorn was giving them.

"HRRAH!" Sweeping his horn from right to left, Wanderlust bathed the drones in a new spell, this one putting them into a deep slumber.

The deer busied themselves with freeing the trapped mares, dousing the green adhesive with a blue tonic from the miniature barrels they carried around their necks. As soon as Rainbow dash was freed, she sped over to where the Cutie Mark Crusaders and their new friends were.  
"Scootaloo! Rumble! You're alright!" She exclaimed, taking both young Pegasus up in her forelegs. "Your brother is gonna be so happy to see you!".

"Sweetie Belle, darling!" Breaking free as soon as the bonds were dissolved, Rarity shouldered through her cervid helpers to snatch her little sister into an overbearing hug. "Oh, I've never been so worried!" She managed to spurt out in between peppering the filly with kisses on her forehead.  
But Sweetie Belle found the affection a bit overwhelming. "Eh! Oh! Come on Rarity!"

"She's a little tired." Wanderlust said, coming over to offer a subdued smile. "But none the worse for wear."  
Rarity couldn't hide the blush in her cheeks, biting her bottom lip to contain the grin that wanted to spread from cheek to cheek. "You know, this is the second time you've rescued our little girls." She purred. "I shall have to think of a proper reward for such a gallant hero."  
"My reward will be seeing Chrysalis in chains. But uh, if you think of something nice…" He said with a wink.

"Come on dang it!" Applejack complained as the Deer's tonic did its work, flailing her legs in the air impatiently. But Applebloom was able to simply walk up to her.  
"Hey big sis."

"Applebloom! You-uh… You mind giving me a little help here?"  
Shady Daze joined in, helping Applebloom to yank on the older sister's hind legs, giving them a tug that broke her free.

"Where's Fluttershy?" Pinkie asked, the side of her head still stuck to the ground. Wanderlust hit the gunk with his magic, a concentrated ray enough to dissolve the stuff.

"She's with a squad of Thicket warriors, rallying some more help for us." He glanced around, noticing the absence of a certain young Alicorn. "What about the town? Where's Princess Twilight?"

"She ran back." As the ponies converged, Rarity began to explain the terrible situation. "The Changelings are destroying Ponyville! We had hoped to hear from her by now."

Her words hit Wanderlust harder than it might have seemed from the outside. He pictured the thatch roofs of the village set ablaze, ponies running in panic from the pillaging of the drones. Evoking all-too familiar memories and pains he thought long overcome.  
"Not tonight they're not!" He barked, turning to his assembled company. "I lived through one Changeling invasion, one I was unable to… to…." The words refused to come forth, the anguish of speaking the words out loud so long repressed he wasn't sure he could anymore.  
"…To save my family from. But it's not going to happen tonight! Not while we still breathe!" A chorus of cheers went up from King Aspen and his Thicket warriors, their own blood hot and ready to bring the fight to the invaders.

"How'd y'all escape?" Applejack asked, impressed by how eager they all were for battle. "That place musta been crawling with them dern bugs."

"Oh you shoulda seen it AJ!" Flying into the center, Rainbow Dash gestured with punches and kicks as she acted out their heroic getaway. "We had to fight our way out of the hive!"

Just then, a glowing green comet soared straight into the sky from somewhere behind, back where the Deer's kingdom lay.  
"That's the alarm." Wanderlust said, watching the streak burst into a shower of sparkles. "They'll be coming for us."

 **Earlier** …

The group of the escapees, led by Wanderlust, were making their way down the grand hall of the Thicket's wooden castle. The hall was thus far uncluttered by the hardened black mucus and veins of glowing green, allowing the luminous plant buds ensconced along the walls to light their way. Spike, despite his size was perhaps the most useful of the bunch, lay unconscious across the back of Gentle Heart, his underdeveloped stamina especially vulnerable to the energy leeching of the Changeling's slime. Rainbow Dash and the thestral Paleo Search flying above the group, and a number of deer warriors followed close behind.  
Wanderlust couldn't help but glance up to the nocturnal equine curiously. "You know, it's been quite some time since I've seen a bat-pony."

Despite the friendly tone of the question, Paleo winced, giving Wanderlust a frosty glare.  
"We ah… We prefer to be called 'thestrals'. We consider the term 'bat-pony' to be kind'ov a slur."

"Oh…" Turning his attention back to the approaching entrance archway, Wanderlust tried to remember if he had ever heard about that particular etiquette.

"Once we reach the outside, I can guide you on the fastest path through the forest!" King Aspen huffed as they raced, his muscles still suffering the weariness of the siphonic imprisonment. "Then we can take our vengeance out on their black hides!"

"That sounds revolting." Trixie said, scrunching her mouth at the idea.

"I think it's a metaphor." Gentle Heart suggested.

With the door just before them, a number of dark shapes dropped down from the ceiling to bar their way.  
"Stop them!" One of the Changeling guards shouted, pointing a hoof. "No-pony leaves the hive!"

"Behind me!" Wanderlust cast his magic out in a familiar, shield-like construct, the others falling in stride behind its protection. The Changelings launched vollies of their own green magic as they too charged onward. Gobs of the verdant goo splashed across the barrier and steamed off into vapor, dispersing to reveal Wanderlust's hard glare bearing down.

As they continued to barrage the ponies, it occurred to the one in the lead that Her Majesty's guards were outnumbered. "Wait! Wait! Wait!" He cried as he dug his heels into the floor, but the fervor and momentum of his comrades carried him forward against his will. The two sides collided, but only briefly. Wanderlust's shield smashed through the chitin ranks, sending those on the flanks crashing aside like bowling pins and mashing the snouts of the center into the translucent battering ram.

The ponies were making headway towards the exit when more Changelings emerged from above to assail them. Rainbow Dash and Paleo Search broke from formation to engage in a series of aerial battles within the limited space, trying their best to prevent the smallest among them from being snatched away.  
Dash lashed out with hoof-strikes and nimble dodging, knocking them from the air one after another. Paleo choose instead a more physical tactic, using shoulder checks into the walls and grapple-throws. He seized one drone around the neck with a foreleg, and flung him away. "Heads-up Dash!" The pegasus whipped around just as she was uppercutting one opponent, and managed to slide back just in time for the incoming Changeling to crash into the other.  
"Sweet toss!" She complimented. "You should try out for the Equestria Games!"

"Sounds nice but-" Paleo was interrupted when a drone tried to latch onto him, only for him to lean back, catch the Changeling around the barrel with his hind legs, and pitch it to the floor. "The Crystal Empire is a little too bright for my taste!"

Wanderlust and Aspen were engaged with their own series of foes when the unicorn spied a trio of drones angling to launch an attack on the slumbering Spike atop Gentle Heart's back.  
"Trixie! Cover Spike!"

Responding to his call as if it were muscle memory, she shot a flurry of magic from her horn, intercepting the diving Changelings mid-dive in a cacophony of firework explosions. They yelped in surprise and shock, rendered half-blind and deaf by the bursts. Gentle Heart, who had ducked her own head down, took the opportunity and used her own dichromatic magic to slam the drones into the wall.  
She gasped when they fell to the floor in a series of thumps. "I got some! Paleo! I got some!"

"I saw!" Her special-somepony acknowledged from across the room.

This whole time, Fluttershy had been shivering in a corner, using her body to shield the fillies and colts. Two drones landed a few paces away, stalking towards her with menacing glares and salivating fangs.  
"EEP!" She squeaked, cowering and pushing back as far as the children behind her could allow.

But the two predators were swept aside in a pair of antlers that belonged to an eye-catching deer in red armor. He heaved them away with a single thrust, and turned to Fluttershy with concern.  
"Are you alright?" He asked her, his poise and piercing eyes reminding her of a character from one of Rarity's romance novels.

"Mm-hmm." She mumbled from behind her foreleg.

His brow crinkled in slight confusion. "I'm sorry?"

"We're okay." Fluttershy whispered.

"Uh.. Alright." The deer soldier picked his head up and glanced over his shoulder to examine the battle. "Bramble, you be a brave lad and keep these ponies safe, you hear?"

A small head with tiny budding antlers popped out from behind the timid pegasus, a little barrel of the magical elixir that his tribe employs to restore the forest around his neck.  
"I will Blackthorne!" He piped up, sticking out his chest in impersonation of the bravery he had seen on others. "For the Thicket!"  
"For the Thicket!" Blackthorne answered, smiling down at his little cousin before charging off.

King Aspen drove his fore-hooves into the chest of a Changeling, his mouth hanging open to bring enough air into his lungs. He knew that this skirmish was a waste of time, and he shouted in between breaths to Wanderlust. "The longer we fight, the greater danger even more of these creatures will arrive! We need to break this off!"

He was right. "To the door! Everypony!" Wanderlust commanded, firing white bolts to cover their movement. Trixie and Gentle Heart moved together, protecting Spike, just as Rainbow Dash and Paleo Search hovered around Fluttershy and the fillies.

The several deer warriors closed ranks, weaving through the Changelings to some shoulder-to-shoulder. "To the King!" One of them cried, signaling to the rest to steadily pull the line back. They marched backwards, fending horns poised to strike out, the king himself joining their ranks when they reached him.

Wanderlust allowed the deer to pass him as he continued to ward off the drones with magic blasts. "Go on! I'll take care of them!"

When all equines and cervids were safely behind him, Wanderlust charged his horn, the magic building with an audible whine as the tip glowed brighter and brighter. Knowing their prey was about to escape, the Changelings as a solid mass made one final lunge to overwhelm them, surging like a wave about to crash down on the defiant unicorn.

The burst of white light engulfed the swarm completely, and when it faded, the Changelings dropped in a heap at Wanderlust's hooves. Satisfied that they were all soundly comatose, he turned and sprinted after the others as they fled into the open night.  
"I thought you were going to hit them with a fire spell." Trixie remarked as he caught up to her.  
"A fire spell? In a wooden castle?" He asked with mock incredulity. "I'd hate to burn our new friends house down!"

When the group had disappeared into the bush, and reached the relative safety of a small branch covered clearing, they paused to catch their breath. Aspen was setting his warriors to establish a perimeter watch when Wanderlust strode up to him.  
"Your Majesty." He addressed formally. "I know our numbers are tight, but I have an idea that will need use of a few of your soldiers."

Aspen fixed him with total seriousness. "What do you need?"

"I'll need a small escort contingent, to guide and protect Fluttershy."

Hearing her name, the gentle pegasus paled. "Wha…me?" She sputtered anxiously, putting a hoof across her chest.

"Yes Fluttershy." Stepping closely, Wanderlust made sure to keep his posture soft and lowered his head to her level. "We have need of your special talents."

After a few words, Fluttershy departed from the group, Blackthorne and half a dozen deer troops in tow.  
"Has the dragon awoken yet?" Wanderlust asked, striding over to where Gentle Heart and Paleo Search were laying Spike on the ground.  
"Nothing yet". The Thestral nudged the sleeping drake with a hoof, but no response came other than the continued steady breath of sleep. Rainbow Dash and Trixie huddled around as well.

"Stand back." Casting a soft ray of magic from his horn, Wanderlust bathed Spike in its glow. When almost a minute had passed, he ceased the spell and frowned.  
"An enchantment has been placed on him, some design of Changeling magic that I have no immediate counter-spell for. Chrysalis knows how dangerous he could be to her plans, so she's taken some extra precaution against us alerting the royal sisters."  
"What do we do if we can't call for help?" Trixie asked.  
"I can fly to Canterlot!" An eager Rainbow suggested. "Bring back Celestia and the whole royal army!"  
"Do it then." Wanderlust stuck out his hoof, to which Dash connected with her own. "Fly as fast as you can, Ponyville doesn't have much time left."

 **PRESENT**

"I love what you've done with the place Twilight." Standing in the center of Twilight's library, Celestia smirked to herself as she admired the improvised chandelier of good memories. "Hardly a speck of dust, you must keep yourself busy with reading."

"Uh… yeah." Closing the double doors behind her, Twilight was somewhat confused by the statement, but let it pass unconfronted. "You know me, love my books."

 _She's adorable_. Celestia thought. _Come on Twilight, you're a smart enough little princess. I dare you to call me out._  
"Unfortunately…" Looking over the round table in the center of the room, the pale Alicorn cast a hungry eye over its surface. "There are many places within the Everfree where she could be hiding her swarm. The hard part will be discerning where."

"Okay." Cantering over to a section of her book shelves, Twilight extracted a number of tomes pertaining to the nefarious forest. " I think these should be able to-"

"Actually…" Celestia tapped a hoof on the table. "I was hoping that perhaps the map could offer us some insight."

"Oh… alright." Still holding the books in her magic, Sparkle noticed the collection still sitting on the table from earlier. "Just.. Could you move those books please?"

"No problem."

As Twilight replaced what she had removed, she watched from the corner of her eyes as Celestia took the hardcovers up, glancing over them as she did so. The books from the Thule library.  
Celestia hummed softly as she scanned the titles. "You always did enjoy the classics."

"Classics…" Staring straight into the spines of a three-volume set on famous pirates from history, Twilight felt that shiver go up her spine again. _Celestia would know what those books are._  
"Gotta appreciate the classics."

"So what's the plan?" Strolling into the room, Spike hopped into one of the surrounding thrones. "We gonna find those Changelings and send them all to Tartarus?"

 _Oh no! I've got to get him out of here!_ Whirling around, Twilight was quick to position herself between the alicorn and her best friend, casually but deliberately leaning against the table. "First things first Spike, we're not even sure where they are yet."

"Which is why we must use every advantage at our disposal." Celestia gestured a hoof towards the magical platform. "If you activate the map, we might be able to glean some clues."

"Well, the map doesn't exactly work that way…" The princess of friendship said with a half-truth, not daring to look her in the eyes. "I don't control it, not completely anyways."

"The magic of the map is tied to you, Twilight." Putting a supportive wing around Sparkle's shoulders, Celestia leaned in. "If anypony can command its secrets, it's you."  
There was something about the way the feathers rubbed on her fur that gave Twilight a hollow feeling in the pit of her stomach. Despite her situation, she knew she still had one small advantage, and she wouldn't get a closer shot than this.

"Spike run!" Twisting around, Twilight fired a blast of lavender magic directly into Celestia's breast, blowing the alicorn back and sending her sprawling across the floor.

But instead of fleeing as he had been warned, Spike stood in place staring back at Twilight with a mixture of shock and anger.  
"Spike, we have to get out of here!" She lunged forward to scoop him up and put him on her back, but he recoiled, keeping out of her reach.  
"What are you-…" Twilight locked eyes with him, and again a shimmer of green rippled across his irises. A new terror dawned on young Sparkle, one even more devastating than realizing her mentor was an imposter, that her best friend was as well. "Oh no…"

"Oh yes!" White hooves latched onto Twilight's shoulders and spun her around, bringing her face to face with Celestia and the hypnotic gaze that bore down. "It's about time you understood the depth of your helplessness, Twilight Sparkle!" Horn alight with green magic, Celestia held firm as her prey tried to wriggle free. But as every second passed, she felt the resistance weakening.  
"It's about time I put you in your place!"

"No!" Twilight cried, voice trembling, becoming subdued. "I … can't…"

"You will!" The imitation alicorn snarled in a cruel tone, one that belied the true mistress behind the façade. "I have waited years to-"  
A sudden blowback of magical energies cut her off mid-thought, forcing them both flailing back amidst a shower of purple and green sparks. Celestia was thrown into Applejack's throne, her body bent backwards around the backrest with a loud crack, before tumbling down to lay in a broken heap stomach-up across the foreleg rests.  
Twilight collided into Spike, the both of them instantly lost in a wash of green fire as the Changeling's transformation spell was interrupted. They rolled until the drone was able to wrestle the princess in front of him, and regurgitate a wad of magic-retardant goo over her horn. Reflexively Twilight lashed out with a hoof and knocked him aside before losing strength in her legs, the dizzying effects of the hypnosis preventing her from coordinating much of a defense.  
"I've got… I've got to warn… Princess Celestia!" She mumbled desperately as she tried to stand on wobbly legs. Her world was still a confusing haze of rough colors and shifting shapes, and orientating herself in any purposeful direction defied her greatest focus of effort.  
Something she could make sense of however, was the ever-growing dark shape bearing a pair of bright eyes coming closer to her.  
"Wha… What did you do with Spike!"

"We took him." Spirochete answered with serpentine satisfaction. "As we took the rest of your friends. You are alone Sparkle."

"No!" Twilight barked, leveling her horn to fire a blast of her magic, only for nothing to come forth. "Huh?!"  
On the throne designated for Applejack, the body stirred. Celestia's eyes popped open, then her neck jerked suddenly upwards, head snapping in the direction of the voices. Her alabaster body rolled over without the anatomically necessary cooperation of her neck, placing her hooves on the floor.  
"Why Twilight.." Said two voices coming out of one mouth. "Such hostility. Especially for somepony who was almost your sister-in-law".  
A ring of green fire erupted around Celestia, consuming her body but not burning her. The entire room was cast into an eerie verdant glow as the flames reached higher and higher, movement from within the column throwing shadows in all directions.

As Twilight stared on in horror, the Changeling cantered up beside her. Instead of attacking, he bowed his head.  
"ALL HAIL QUEEN MOTHER!"

Striding out of the flame, Chrysalis wore the biggest smile of her life stretching from corner to corner, her fangs glistening and eyes manic.

"Yes, all hail me." Without a moment hesitation or posturing, she went straight for Twilight. "Now where were we!"  
Like a lion, Chrysalis latched her jaws onto the back of Twilight's neck, and flung her across the table, directly into her own chair. The Changeling queen's buzzing wings carried her over in a single leap, and she pressed one of her hooves under Twilight's chin to keep her in place.  
"I could eat you right now if I wanted to, but I still need you conscious. So why don't you stop being so fussy and play NICE!" Increasing the pressure on Twilight's throat, Chrysalis resumed the mind-control spell, her lips curled back in a rabid snarl.

Again, Twilight tried to fend her assailant off, but her willpower was eroded to a dull point as her hooves brushed listlessly against the chitin armor. The magic emanating from Chrysalis' jagged horn was only amplified by the hardened mucus encasing her own, preventing Twilight from even closing her eyes, forcing her to stare unblinking into the mesmerizing double-irises.

Finally, Sparkle's hoof slipped away with a faint gasp, and her body fell limp in the chair.  
"Mmmm, there's a good girl." Releasing her throttle, Chrysalis observed as the princess slumped forward slightly, eyes now bearing the green taint of Changeling magic. "You're not going to give me any more problems now are you?"

Twilight numbly shook her head, taking two whole seconds to blink as she did so.  
"Good." Stepping around to Twilight's side, Chrysalis moved in close to whisper into her ear. "Now… the map… Show me the map."

Slowly, Sparkle tilted her head towards the table, and her face began to wince.  
"OH!" Chrysalis yelped, realizing her err. "You'll need this of course."With a casual shove against Twilight's cheek, she thrust the alicorn's head upside the backrest of the throne, shattering the hard material that had prevented her from using her magic. But whatever pain might have registered in Twilight's mind subconsciously, she showed no sign of it. Instead, her attention went to the artifact born of the tree of harmony.

A stream of purple magic shot into the epicenter of the plane, and after a few moments, an ethereal landscape began to populate its surface. Not just the continent of Equestria, but portions of other lands across oceans. Virtually all of the known world.

Chrysalis' eyes widened as she took in the sight, awed and overjoyed by the spread of cities and foreign lands before her.  
"Yes…yes! All the cities, all the little villages, every pony in Equestria! All at my hooves." Crouching down and bracing her legs against the edge, she snaked her head between the translucent peaks until she was staring at the miniature figure of Canterlot.

"With this problematic princess and her friends out of the way, nothing will stand between me and retaking Celestia's fortress!"  
Glancing back to her new thrall, Chrysalis got a curious idea. "And I know just the little Judas-pony who will help me." Gently running a perforated hoof along Twilight's jaw, she smiled deviously. "Who better then her faithful student."

A wicked chuckle bounced lively from the back of her throat, gazing once more to the mountain stronghold.  
"I will take that which should have been mine! I will have the heart of Equestria in my grasp!" Her eyes morphed from open and delightful, devolving into narrow and ireful.

"I will wreak a terrible vengeance upon the city! THEN I WILL BURN IT TO THE GROUND!" Chrysalis loosed a vile, screeching hiss towards the tiny representation.  
"Spirochete! Keep an eye on her!"

"Yes Mother." Her faithful drone cooed, bowing once more. He approached the occupied throne, giving the charmed alicorn an amused smirk

Chrysalis turned away from them, heading for the door. "This day is going to be the start of the great Changeling empire! This day is going to mark when the unconquerable Celestia was cast down from her lofty throne! This day is going to be…. Perfect."

The doors to the throne room opened, and all the ponies who stood in the hall whipped 'round, curious if the princess had anything to announce. When they saw the Changeling queen however, they screamed."This day is going to be perfect, the type of day of which I've dreamed since I was small."  
Royal guards ponies who had taken up positions along the hall did not attack, instead they too transformed back into their true forms as she passed them by.  
"Hail the queen they will proclaim, when I have Canterlot in flames!"  
The ponies surged to the entrance, only to find it barricaded from the outside.  
"My revenge has come! Celestia will fall!"

As the bodies piled around the door, nowhere else to run, they began to tremble in fear, the drones herding them into all together. Chrysalis stopped momentarily, examining a purple and blue striped ceramic vase atop a pedestal.  
"Bleh." She swung her hoof and knocked the vase to the floor where it shattered into a hundred pieces. "There, much better."

Her tall, craggily shadow fell over the huddled mass of quivering ponies, flanked by her salivating drones. "Well hello there you colorful little hor-d'oeuvres, so kind of you make things so convenient for us."  
From their lower position, it looked to the ponies as if the light of her eyes grew in luminosity, even as the rest of her form darkened.  
"Now, why don't you show mother a little love."  
Her maw began to open.

 **MANY YEARS AGO**

 _After long last, after many years searching, we had found the shrouded island chain. We had found Honalee._

 _"Guard well the starboard!" Captain Skorn shouted from the helm. "I don't like the looks ah'these wa'ers"_

 _Indeed, the entire chain was shrouded in a fog, and we could see not but two dozen yards in any direction. The water itself was possessed of a murky hue, giving me pause to wonder just how many secrets this place held and never let go. There could be rocks as sharp as dragon teeth about to bite into our hull, and we'd never see them coming. Grey Skies and Ruffles were doing all they could hovering around the bow to warn of any impending danger with their capable pegasus eyesight._

 _"Sable Star! Get me a sounding!"_  
 _"Aye Captain!" Fetching the lead and line, which was a rope fitted with knots at measure intervals, anchored by a carved weight of lead, I cast them overboard. In previous years, Salty Veins would have been the one to carry out this task, but age and wear had taken their toll on his constitution, and he was not as quick to the step as he was when I first met him. As I counted the leagues slipping by on the line, I could see the old stallion leaning against a railing, coughing up something unpleasant. He had been a dear friend to me these long years, it was saddening to see him so sickly._

 _I felt the line hit the bottom. "By the mark! Five fathoms!"_

 _"Five fath…" I heard Skorn grumbled to himself. The depth was good for the Red Talon, but there was also the spacing between the outcropped islands that concerned him. Formations like this I had learned were often of violent upheaval from the ocean floor, which created all manner of perilous hazards below the surface._

 _I was pulling the line back up when I had perchance looked out to an island close enough for a portion of it to come unobscured from the mist. At first I thought I must have mistaken what I saw for some exotic plant, or a phantom character of my imagination had temporarily trespassed into my waking vision. But the figure did not dissipate or transform into something else upon more intense scrutiny. It remained as I first thought, a squat, diminutive pig-like creature, standing on his hind legs, with a skirt of green leaves about its waist, and bearing a rough-hewn spear in one hoof._  
 _Then it was gone as the island faded from view. I turned about to see if anypony else had noticed the funny little observer, but I appeared to be the only one. Once the line was recovered and stored, I approached the captain aside the helm, careful so as not to arouse any undue notice, and spoke very softly and deliberately._  
 _"I think we are nearing our goal Captain."_

 _"Eh?" Clearly taking note of my discretion, he did not raise his voice above mine. Not that I would have otherwise accused him of being nervous, not out loud anyways. He merely shifted his eye in my direction. "You savvy something?"_

 _"Aye. I think the locals caught wind of us. Keeping a close eye." My estimation, being that I had never heard any tales about a tribe of island piglets, was that their obscurity and the mystery of the treasure was not a coincidence. My new concern was what they might do if they felt we were getting too close._  
 _"They may attempt to board."_

 _"Brak! I'd fancy to see some poor buggers try to jump aboard my ship! A few more souls for the brine what saw my face the last!"_  
 _His steady control of the helm always impressed me. For all his eccentricities and periodically terrifying outbursts, nopony every had such a smooth handle at the wheel. I suppose it compelled him to focus his mind and quiet all the other distractions. That sobriety would serve us well if things continued to feel perilous._

 _"HARD TO PORT!" Ruffles called back from the bow, the immediacy clear. Skorn put his whole forebody into heaving the wheel to the side. The Red Talon twisted left, tilting somewhat in reaction to the sudden swerve. A few moments passed, and out of the mist emerged a jagged, curved rocky spire directly where we had been heading. It was easy to examine the rock, as it stood no farther than a few paces from our starboard flank. Encrusted with barnacles, desiccated coral, and other signs of having once been submerged, there was a striking sharpness to its shape. I was taken by the notion that this was not some natural formation purged from the ocean floor or birthed from some volcanic fount._

 _Rather, it resembled in curvature and sharpness the edges of a raptorial talon, only magnified to monstrous proportion. I thought that perhaps some foregone species of griffon had once occupied these waters. I knew of little other species capable of raising what must have been a colossal monument._  
 _We passed the foreboding object and continued our precarious path through the treacherous maze. Ruffles and Grey Skies had earlier attempted to apply their natural mastery of weather to clear a path for us, but with little success that wasn't undone just as quickly. It was infrequent but we had at times encountered phenomena that was not subject to the magic of their breed. It usually meant that some other magical will already acted upon it. I was simultaneously concerned about any enchantment upon the haze, and made more confident that we were near our prize._

 _"Erah! We'll never find that bloody treasure drifting through all this bloody fog!" Skorn growled, the tips of his talons I could hear scratching into the wood of the helm. "We'll breach the hull before we find the treasure…"_

 _The solution must have occurred to him the same time it did me, for I was already preparing the magic in my horn._  
 _"Halt the ship!" He ordered, and at once myself and the other unicorns wrapped the ship in our magic to bring its momentum to a stop._  
 _"Drop anchor!" The chain was lowered, and after a few seconds went slack._

 _Skorn searched the mist, his paranoia beginning to rear its head. "Grey Skies! Get us a look see!"_  
 _"Aye, Captain!" My friend fluttered up to the top of the mainmast, and spent a few seconds peering out in various directions. Ruffles upon his own initiative, went up to the nest on the foremast. Almost a minute passed before either of them made any declaration._  
 _"Nothing but this damnable smog as far as the eye can see!" I could barley see Ruffles myself from the deck, moving about as a phantom beyond the veil of perception. Grey_

 _Skies was lost completely, the only evidence of his continued presence was the faint fluttering of his wings._  
 _"Wait! I see something!" We all roused to Grey's words, eyes and ears perked. "A peak! A green covered peak! A hundred meters, one o'clock!"_  
 _"Sable Star! To the bow with Ruffles!" Skorn commanded over a shoulder as he reassumed the helm. I knew by experience what was needed of me, to cast a beacon from my horn to help light the way. I could have done this at any time but the captain didn't want to announce our arrival any more than absolutely necessary. His call to send me forward meant that he now valued speed over concealment._

 _But our break for the island would be delayed. Just as I was about to cast the illumination spell, a shaft flew past my face, lodging it's point in the deck. Ruffles and I stared at it dumbstruck for a moment, moreso I for the closeness it had come to sticking me in the eye. Standing on either side of the spear, it was easy to trace it's path, for there was a tether of leaf-sprouting vine fastened from the end that ran overboard. And as we looked to where it draped, we saw its presumed caster climb his way o'er the rail._  
 _"Oink" Was the introductory grunt the diminutive upright swine offered us in a low, menacing tone. He bore a similar spear in his other hoof._

 _"RAIDING PARTY!" I called out, but it was too late. More tethered spears, more than I could count in the brief moment they rained atop the deck came pouring over the sides._  
 _"Veins! Take the helm!" Before the Captain could even finish the order, Salty Veins laid his hooves on the wheel, for Skorn could not be kept out of battle. I had watched on many occasion, when either boarding another ship or defending ourselves from rival privateers, a savagery overtake him. Just as they did at that moment, his eyes narrowed to obsidian glints, his talons spread themselves out in preparation for digging into the flesh of his foes. He took assaults to his ship extremely personally._  
 _One after another, the Pigmies as we would later call them, came piling on board. 'Oink' Seemed to be the only word they spoke, or dared to utter in the presence of outsiders, for now it served as their war cry._

 _"I'll be plucked and stung up by my paws before I let these breakfast snacks take the Red Talon from me!" As our crew leapt into battle with the raiders, Skorn took wing, using his foreclaws to swat aside a pair of stone-flint spearheads. He pounced upon a group of them, slashing and snapping his beak to drive them back._  
 _I could tell more of our heroic stand were I not engaged myself with fending off a trio of Pigmies, taking their weapons in my magical grip. But numbers were rapidly gaining in their favor, and with a feral squeal that forced me to press my ears to my scalp, I was inundated with another charge. Swinging the group I had into the newcomers, I bowled the lot of them over and sent a hard-construct out to sweep them back overboard._

 _"Help! Help!" Ruffles was trying to shake two raiders that had grabbed onto his hind legs and weighed him down. He kicked and rolled but their dexterity could not be defeated so easily. I used a blast of magic to knock them loose, and they plummeted into the water somewhere in the mist with a pair of plunks._  
 _"I owe you one!" My friend blurted out, trying to mask his panic with self-assurance, even as his voice betrayed him._  
 _"You owe me plenty already!" I yelled back._

 _I could not fathom how so many of these creatures could live in this shrouded archipelago, but by the second the deck was crowded thigh-high with the astoundingly mobile Pigmies. With one blast after another I carved through them like a plow, helping my crewmates where I could. Salty was fending them off with a torrent of bucks, trying his best to maintain control of the helm at the same time._

 _The captain was harrying them with insults just as sharp as his claws, when I saw a pair of them leap atop him with a net._  
 _"BRAK! Ya squealing midgets! I'll floss me beak with yer innards!" He tried to rise, but Pigmies dove onto the loose corners of the net, weighing it down by sheer force of numbers. I was preparing to blast them away when a vine ensnared my horn and diverted the shot. In the moments I was distracted, another pair ran a vine around my legs to trip me, and the side of my head crashed into the deck. While my vision was still spinning, I watched three more crew members likewise incapacitated, and Grey Skies slam into the mainmast entangled in a net with stones affixed to the corners._

 _That was when I felt my cheek scrape against the wood, my whole body being dragged by the legs. Skorn was still fighting like a rabid animal, his talons scraping gashes across the deck as no less than a dozen Pigmies plied their effort to drag him off._  
 _"I'll send each of ya bloody sods to Tartarus!" He cursed inbetween nibbling on the netting._  
 _It was when my eyes floated over to see Salty Veins being yanked away from the helm that I was finally able to pierce through to my clearer senses, and dispel the haze from my mind. I rolled over onto my hooves, and heaved against the strength of my would-be captors. Being so long at sea had not done my strength much kindness, but in such a dire situation and with a fire of anger burning in my breast, my legs and shoulders recovered their native Thulian vigor._

 _I rose to my height, the fibers of the net straining to contain me. Step by step I pushed forward, I could hear the grunts and oinks of the Pigmies behind me throwing every bit of effort they could into reining me back. I recalled times in my youth of training in the snow, hauling a sleigh laden down with stones for miles, my mentor Wiglaf scolding me every time my pace slackened. I recalled the Agoge, where I battled head-to-head with the warriors of YakYakistan, and brought glory and honor to my house._  
 _If these island-hopping pigs desired to humble Ultima Æclypse, they would need more than a hoof-hewn net._  
 _My stride quickened, and then it was my foes who were scraping across the wood, squealing frantically in panic. Throngs of their fellow tribeswine, came to assist, but their combined power was not enough to halt me. Finally a clear shot presented itself, and I cast a magic bolt that incinerated the netting around my head and dispersing the lot that intended to take Salty._

 _I was turning to deal with the ones still on my back when Ruffles came barreling in, scattering them and sending more than a few into the brine. "Get the captain!" He cried, punching and kicking his way through the pigs, keeping them off me._  
 _In three bounds I shed the net and had Skorn in my sights, I might have had to battle my way through another crowd of them had Brogue not emerged from below deck, Pigmies hanging off him like pinecones from a fir. He swung a large wooden spoon in his magic, roaring and battering his way like a storm, inadvertently clearing the way for me._  
 _I ran for the Captain, and found myself confronted by a line of spears. Without pausing a moment, I took the points in my magic and spiked them into the deck. A hasty ramp in place, I ran up the shafts and vaulted over the final obstacle._

 _"Captain!" Laying hooves on the net, I enwrapped it in magic and began pulling it back._  
 _"About bloody time!" The words were ungrateful, but a mischievous smile gave away his true mind. "I thought I'd have to shred these little piggies all by meself!"_

 _My intent was to either break the netting or wrest him away, from there we would do what we could to clear the rest of them out. But just as I was gaining traction, a shadow swept over the ship, accompanied by an audible 'swoop'. Something large, very large had just flown by, cutting through the haze and leaving a wake. The Pigmies too, froze in place as pony and swine alike held their breath. Immediately I thought of the Fyre Drake, and its concealed approach through the Misty Mountains._  
 _Without uttering another sound, the Pigmies began to withdraw. They recovered those who had fallen, and retreated back over the sides. Our crew's nerves were still on a tripwire, eying the raiders warily but not interfering with their egress. Especially not with the specter of… something else… above our heads._  
 _Skorn fought his way out of the net like a cat in a tub of water, tearing it and tossing it overboard._

 _"Blasted hogs! Leave us to the mercy of that creature!"_

 _"No other sign of it, Captain." Like the others, I continued to scan the clouds, looking for any trace of this new entity. "Perhaps it's something that preys on the pigs?"_

 _"And just as like prey on us too." Skorn snatched his hat from where it had fallen in the melee and tugged it back over his crown. "Well we ain't stickin' 'ere to find out. RAISE ANCHOR!"_

 _Grey Skies was still untangling himself as he threw a leg over the crank that respooled the chain._  
 _Ruffles landed next to us. "Those piglets have left us for now Captain. Whatever that thing was musta' scared them off good. Am I the only one who thinks they had the right idea?"_

 _But Skorn would not be swayed from his path. He strode over to the helm and retook control. "Damn those Pigmies, damn this fog, and damn whatever in Tartarus that thing was! We ain't spent all these years and come this close just be chased off like some mangy dog!"_  
 _With a spin of the wheel, the wind found our sails again, ushering us forward. "I'll rip the Crimson Treasure from this island's guts if I have too!"_  
 _Seeing that his mind was set, Ruffles and I turned away to resume our scouting on the bow._ _"It's my own guts I'm a little more concerned about." He muttered to me sidelong. "Treasure's no good to you dead."_

 _Ferried along by a current that wound its way through the outcroppings, the Red Talon sailed on, delivered to our destination with nothing but the sounds of the water lapping against the hull. With the combination of Ruffles vision and a beam of light from my horn, we were able to see the shore approaching. It appeared as a ghostly spread of sand, where the waves disappeared suddenly and without commotion._

 _We brought the ship to a halt as we did before, this time the crew retrieved their arms in case the Pigmies dared take another go at us. The shore was but a short trip by rowboat, and seemed deserted for the time being._  
 _"Right lads…" Affixing his saber belt around his waist, Skorn eyed the shore with mistrust. "The crew will stay here and guard the ship, leastways until we need bodies to haul treasure. For now, it's just you and me Sable Star."_

 _Unseen by the captain, Ruffles and I traded raised eyebrows._  
 _"We'll scout ahead, come back for help if we find anything." Skorn turned to me, a single talon pointed at my chest. "Like I said, you and me are thick as thieves until this is over." His reminder was as much threat as it was reassurance. For better of worse, we'd have each others backs. Fine by me._

 **PONYVILLE,**  
 **PRESENT**

Stepping out onto the balcony, Queen Chrysalis' serpentine tongue slithered along the edges of her mouth. Two sentry drones took positions in each corner, watching on silently as she propped her forelegs on the railing.  
"It's beautiful isn't it?" Spread out below her, was the chaos that had become Ponyville that night. Houses burned, Changelings ransacking everything they could find, a few screams of terror here and there.

"You really do have a cozy little town." Behind Chrysalis, the zombified Twilight Sparkle stood in place, eyes vacant and breathing as if sound asleep. Chrysalis looked towards the sky, where the shimmer of the concealment spell rippled, letting her know it was still in place.  
"I'll have to thank my new friends in Canterlot for providing the enchanted gems. Who knew that cake-munching Celestia had such enemies so close to her? Like little scorpions in her bosom. With the gems emplaced around the town, nopony will even know I'm here."

She curved her neck around to stare at Twilight with a joyful gleam. "But look who I'm talking to. Right now I'd get better conversation from a goat."  
The longer she stared, the longer the pent-up resentment and hatred gained momentum. Then an idea occurred to her, an evil, awful idea. Chrysalis walked over, tilting her head as she looked down at the alicorn. Gently, she placed her hoof against Twilight's cheek, and gave a playful shove.  
"Hmm." Amused, she repeated the act, this time pushing a bit harder, so that Twilight's head was forced away. Without reaction, Sparkle merely returned to the blank stare straight ahead.

"Muhhahhaha!" Chrysalis reared back with her hoof, and brought it smashing into Twilight's cheek, knocking her down with the blow. A tiny 'Umf' when she hit the floor was the only response.  
"I've waited a long time to do that." With a wicked grin, she raised her leg up, ready to continue the vindictive assault.

But the sound of pyrotechnic bursts halted her hoof as it was coming down.  
"What?" The explosions came from the forest, the flares of green magic reflecting in her pupils. Signals from the Thicket, alarm signals, something had gone terribly wrong. Her brow lowered, anger and fury contorting her face and drawing back the lips to uncover the fangs.  
"VAAARRRUUUUS!"

Chrysalis' scream carried out over the village, an auditory feat to rival that of the alicorns tremendous volume. She could feel the blood pulsing in her head as the seconds ticked by, teeth grinding against each other. Eventually, after a few moments, a buzzing sound could be heard, cutting through the silence, rapidly growing in intensity.

General Scintilious Varus, commander of Queen Mother's 2nd & 3rd legions, nearly crash landed on the balcony as he came streaking in. Out of breath and wings exhausted, he skidded to a halt with all the effort he could to not smash his snout and tumble like a pinwheel. Instead, he managed to stop his momentum precisely in position to bow his horn and prostrate himself before his creator and sovereign. He stayed in that position for several seconds, keeping the perfect stillness that came with knowing his life depended on it.  
"You [ _huff_ ] summoned [ _wheeze_ ] Mother?"

The response came in the form of her magical grip. He was taken up in a glowing nimbus, unable to move his legs, unable to breathe. She watched him strangulate for a bit, both as a gesture to drive home the severity of the situation, and to satisfy her taste for sadism.  
"The flares have gone off over the Hive. Something terrible has happened." Her voice could send chills up the spine of a yak. "What then am I to conclude? That Twilight's revolting little friends are wreaking havoc? Or perhaps it was a certain 'special' pony whom you brought into the hive? One who escaped us before? One that you assured me was broken."

Her intangible grip relented, and he fell to the floor gasping for air.  
"He was!" He swore with great pain, valuing the breath needed to declare his innocence over replenishing his lungs. "We did!"  
Chrysalis lashed out with a back-hoof, hitting Varus so hard he was knocked down.  
"You broke nothing!" She hissed, venom dripping from every syllable. "You will take your legions, put an end to whatever those ponies are up to, and you will bring the perpetrators here, where I will deal with them myself."

"Y-yes! Yes Mother, it will be done!" Varus scrambled to get his hooves under him, preparing to jet off.  
"Then Varus, then I will decide what to do with you." Those last words froze Varus in step, pausing for a heartbeat as his eye twitched and he swallowed a lump of terror."As…You wish, Mother." The General took flight, swaths of drones rising from the town to follow behind him, heading towards the Everfree.

As Chrysalis watched her legions fly off, she felt a pang of fear in her breast. She remembered what it had felt like after the siege of Trot, when the alicorn dealt the Changelings their first defeat. Then there was her temporary coup d'état of Canterlot, undone in a spilt second despite all her careful planning. Now, on the eve of her greatest plan's fruition yet another unforeseen wrinkle has reared its head. An ugly, irksome, foul little wrinkle.  
But she knew better than to plot while angry, high emotions lead to sloppiness, sloppiness creates vulnerability, vulnerability invites defeat. One thing that always soothed her mood however, was a good feeding.

"Pardon me Twilight..." Chrysalis purred, sauntering over to where the thrall had been standing the entire time. A red bruise still marred her left cheek where she had been struck.  
"-But I'm feeling a mite peckish."

 **THE EVERFREE**

"They're coming!" Flying back down from above the treetops, Paleo Search seemed very worried. "A whole swarm of 'em!"

"Well that's not good at all." Wanderlust said, mostly to himself.

"No it isn't." Examining their surroundings, King Aspen knew their odds of making it past a swarm in their current position. "The tree cover won't hide us, they'll pick us off in seconds."

"If we can't fight 'em, we can't hide from 'em. What do we do?" Corralling the fillies, Applejack along with Rarity and Gentle Heart all cast concerned glances over the children.

"Trixie, any luck with Spike?" Turing to where his former apprentice was working her own magic on the dragon, Wanderlust was trying to put all the variables for a plan into place.

"Nope, still out cold." She groaned, the rays of her magic still coating Spike's little body. "Whatever Chrysalis did to him, my magic isn't strong enough to undo it!"  
Since their escape from the Hive, they'd had to keep moving, resting only long enough to get their bearings and make sure they were all still together, the only way to keep ahead of the bands of Changelings roaming the Everfree for them.  
"Watch out." Wanderlust took a position to look down at Spike, exhaling a breath to calm his nerves.

"Oh, what did those creatures do to my little Spikey-wikey?" Crouching down next to him, Rarity ran a hoof along the fins atop his head.

"Chrysalis knows how important Spike is, he could have a letter sent to Celestia in a second. She had to make sure Twilight's direct line to the rest of the alicorns was cut off. Plus, she no doubt put one of her own agents in his place. Two moves, one stroke."  
He worked a few kinks out of his neck. "She planned for everything, but she didn't plan on me." Wanderlust's horn ignited, white at first, then it began to shimmer in waves. The beam washed over Spike, and his body started to glow with a sickly green hue.  
"I haven't seen magic like this in a long time. Chrysalis must have cast it herself, she's the only Changeling with the juice to put a whammy this strong on somepony."

"Can you fix it?" Applebloom piped in, her and the other youngsters filtering in through the legs of the taller ponies.

"I can try." Wanderlust's light intensified, pulsating faster from the epicenter. In response the green nimbus flared, fighting back against the encroaching white. For several moments the conflict continued, the white magic pressing and probing, the green angrily repulsing the attempts.  
It was Sweetie Belle who, looking past the contest, saw the edge of Wanderlust's left fore-hoof as it was ever-so-slightly nudged into the ambient light of his magic. It was a curious thing, and she wasn't convinced it wasn't just a reflection of the glow coming off of Spike. But she could swear that she saw the exposed part of his hoof shimmer with the same green.

"Come on!" Wanderlust grunted, clenching his teeth, steadily increasing the effort. Spike's face began to wince, unconsciously enduring the pain of the warring powers.

"Is the spell too strong?" Gentle Leaf asked, beginning to worry for the dragon's health.

"If I press too hard too quickly it could cause a violent backlash, doing all kinds of harm to him I can't even imagine. Unraveling a spell like this takes careful work."

"I'm afraid time is not on your side, unicorn." Emerging from the bush, Blackthorne, Fluttershy, and the deer guard returned to the group. "The Changelings have a ground force not far and heading this way."

"The, um, birds told me." Fluttershy mumbled. But Blackthorne nodded in her direction, looking down to her with measured admiration. "Yes, her bond with the animals is… most impressive."  
She blushed and tucked her head a little from the compliment.

Twisting his face into a scowl, Wanderlust ceased his magical operation. "Damn! We'll have to move, I need more time to undo the spell."  
"If I had my whole army, I'd take the fight to those creatures!" King Aspen stomped his hoof, his anger spiking. "Nopony knows this forest better than us, we could outflank them and they'd never see us coming."

"Sire, it may not be yours, but you may have an army yet." Blackthorne informed with a coy grin. "Our newfound friend's foresight has proven its merit."  
Peeking out from behind the trees, out from the shadows, a multitude of eyeshines appeared in all sizes. Pinkie Pie, who had been uncharacteristically quiet, became fascinated by the appearance. She gasped, "Fluttershy! Did you raise an army of Everfree critters?! That, is so, amazing!"  
"Not an army precisely…" Wanderlust corrected. "More of a fyrd really."

Aspen nodded, but remained grim. "An interesting strategy my friend, but even with the paltry number of my warriors we were able to liberate, the Changelings will still outnumber us."

"That's why Fluttershy's fyrd is only half the plan." Approaching the Thicket King, Wanderlust spoke with growing optimism. "Since you know this forest, can you tell me if there are any valleys nearby?"

Aspen thought for a moment, and as the idea dawned on him, he began to share Wanderlust's eagerness. "Yes… yes, I do believe there is."

 **Trudging through the forest on hoof** was not the most expedient method of scouring for the troublesome ponies, but large parts of the Everfree were so densely grown, it was impossible to search from the sky. Varus, furious and paranoid at the same time, led his legions from the front as they made their way. They marched in three columns, forced to adhere to the trail by the impenetrable bush that hemmed them in on either side. The canopy as well was a ceiling of branches and heavy leaves, one would break a wing trying to fly straight through it.

His subordinates too were growing concerned. Varus had been on edge ever since they left Ponyville, their god-queen putting a mortal terror in the commander. They watched as he spoke to himself in hushed tones, twitched his head around in reaction to the slightest noise, took no counsel but his own.  
"General…" One of them said, a pack of three in tow behind Varus. "These tight paths make it all but impossible to-"  
"To what?!" The General snapped, whipping around to face his captain, multifaceted eyes wide and furious. "To search? Hmm? We'll travel every path, every winding crevice, crawl down every animal burrow if we have to, to find these ponies!"

Stunned, and quite frankly unnerved, the captain's mouth opened only to shut a moment later.

"We either drag these ponies back to the queen, or we don't go back at all. She'll feed the four of us to the Snapdragon if we go back empty-hooved." Varus looked away, visualizing such a dreadful end in his imagination. "Most importantly me…"

As they continued on, the forest seemed only to grow darker, more conspiratorial around them. Varus' paranoia transforming every branch into reaching claws, every gnarled knot a scowling face, ever dark gap a maw poised to gobble him up. It was quiet now, not even the hooting of owls to be heard. Though the Changelings had occupied the Everfree for weeks, even they could not grow accustomed to its haunting atmosphere. It was as if the air itself was thick with some intoxicating enchantment.

They came upon it suddenly, the dead and rotted tree that had fallen over the path. Varus stared at it a moment, suspicious of it as he was of everything in this accursed place. But the branches did not lash out to ensnare him, nor did a hungry growl emit from the rotted hollow. Instead his captains stepped forward, using their magic to cut through the center. It took a few seconds, but the green fire cleaved the trunk, allowing them to move the halves aside.  
When the way cleared however, and Varus could stare down the path, he was surprised to see who was standing in the middle of the trail.

King Aspen stood defiantly in the open, armor gleaming, the heart-shaped gem around his neck a brilliant ruby red, face hardened and proud. He glared back at the bewildered Changeling, his eyes narrowed into black pearls. Then the king of the forest let loose with a deep, sonorous bellow, one that resonated with a preternatural sensation.

It was then that the forest erupted. All along the length of the Changeling formation, boulders tumbled down the sides of the embankments, smashing through the ranks like bowling pins. Then came the animals with a cacophony of feral cries. Brown bears and Owlbears rampaged, birds of every feather pecked and scraped. Swarms of Flash bees and Twittermites descended like storm clouds, savaging with their stings and shocks. Even a number of Cragadiles lumbered their way along the path, using their stony tails as cudgels and striking fear with long fangs. Those Changelings at the rear of the columns found their retreat cut off by a pride of roaring Manticore.

With panic and confusion sending the horde into disarray, it was now that the warriors of the Thicket charged. Blackthorne himself leading them in leaps and bounds down the slope. His own warcry, though not as deep as the king's, sent alarm before him, splintering the drones confidence, allowing the deer cavalry to cut through them. Applejack, Pinkie Pie, and the low-gliding Paleo Search too were in the charge, having a gallant laugh as they went through one Changeling after another.

Hearing the catastrophe behind him, Varus and his captains turned their focus to the one who had set the events in motion, and charged for Aspen. The royal stag began trotting to meet them, Wanderlust and Trixie coming out from the bush beside him at pace.  
"You take the captains!" The King snarled. "Leave Varus to me!"  
"Plenty for all of us!" Wanderlust cried.  
"Let's give 'em a show!" Came Trixie.

The unicorns split off from Aspen, sprinting to the sides of the path.  
"Remember that little move from San Palomino?" He yelled over to her.  
"You read my mind!" Allowing Varus to pass between them, Trixie launched a volley of pyrotechnic magic that burst in front of the captains, blinding them amidst a trio of yelps.

"That's my girl!" Doing his part, Wanderlust cast a solid light construct, a shield tilted to one side. He rammed it into the captains, plowing all three aside. "Help the others Trixie, let me savor this moment."

"All yours!" Breaking off, Trixie sent a series of bursts into a cluster of drones ahead of her.

"You'll pay for this!" Varus shrieked, rushing head-long for the scowling stag.

"Not likely." Aspen growled, breaking into a sprint. Bursting onto the path, a pack of Timberwolves came barking and snarling ahead of their master. They had heard his call, and answered the king's summons.

Varus, seeing the collection of teeth and fury coming for him, slammed his hooves into the dirt to kill his momentum, and tried to take flight to escape. But the wolves were on him before he could stop himself completely, one of them biting onto his leg and dragging him down, others pouncing on to hold him in place.  
Aspen roared as he crashed into Varus at full speed, sweeping the General off the ground in his antlers. Overcome, Varus screamed as he was tossed with a swing into the trunk of a tree with a violent smack.

The Timberwolves dashed through the chaos, scores more of them launching from the shadows to assail their instinctual enemy.

"Yeee-Haw!" Applejack cheered, bucking one Changeling under the chin before pivoting around to drive her hooves into another. "I ain't had this much fun buckin' since the last Apple Family reunion!"

A drone dove for Pinkie Pie, only for her to disappear out from under him. Instead he landed face-first in a coconut-cranberry-lemon meringue pie. She came over on top, bouncing off the back of his head to drive him back down. "I know right!"

An expert at navigating the tight spaces of the Everfree, Paleo Search was able to wage a one-pony aerial assault on the drones who tried to buzz above the fray. He seized one Changeling by the head, and used him like a battering ram as he flew through those on the ground. The drone's cranium cracked off one chitinous dome after another in a rapid series of head-butts.

Away from the major battle, where Rarity, Gentle Heart and Fluttershy had stayed behind with the fillies and the slumbering Spike, a trio of drones appeared from the bushes to pounce on them. Fluttershy gasped in horror, dropping to the ground just in time for the drone to go sailing right over. Rarity caught him across the cheek with a hoof, which put him right in front of Gentle Heart as she amped-up her magic to finish him off. The spell blew up in her face however, literally. When the dust cleared, the drone was incapacitated, and her mane was blown back into a frizzled mess. Rarity covered her mouth, aghast at the sight of such damage to a mane.  
"Oh dear… Your _coiffure_."  
"I… need to work on that one." Gentle said before blinking.

At the same time, another drone threw himself at the Cutie Mark Crusaders. Bramble intercepted him, striking with a stubby horn charge that landed right in the Changeling's snout. It took one more dizzied step forward before collapsing. As Bramble position himself between the last drone and the fillies, the girls couldn't help but admire his bravery.  
"Alright…" Rumble said to Shady Daze. "We can't let him out-cool us in front of the girls."  
"Agreed."

The young Pegasus and Earth Pony ran past the deer with warcries not quite as imposing as they might have hoped. The final drone smirked, assured that these two squirts would be captured without breaking a sweat. He hissed at them in derision, sticking his tongue out. That was where Rumble launched himself towards, grabbing the slithering organ between his hooves and pulling it up at an angle. The drone had to rear back to avoid having it torn out, and Shady Daze barreled into the legs, knocking them out. It landed on its side, not having a second to breath before it was covered by all six youngsters in a pummeling torrent of little hooves.

Back at the front, the Changeling captains cast their magic blasts in tandem at the unicorn. Wanderlust met them with his own, the two sides stalemating in a sparking conflict of energies. But the forces were not equal, and the white light drove the green back, fueled by a righteous anger. He marched forward, the only thought on his mind was what they took from him, and all that he sought to take from them.

The Captains could not hold their ground, forced to step back as Wanderlust advanced. They could not comprehend how one pony could out-power the three of them, the uncertainty and fear only further weakening the strength of their magic.

"HAAA!" With one final surge, Wanderlust's beam dispersed the other three, leaving the Changelings disoriented in their shock. He wasted no time in dispatching them. A beam of white engulfed the drone to his left, and in a second was gone, a pair of scraped furrows in the ground all that remained of where he stood.

The other two tried to attack in coordination, spitting wads of the green adhesive goo in hopes to slow this formidable pony down. But the mucus splattered against a translucent shield, earning only the unicorn's baleful attention. Wanderlust closed the distance in the blink of an eye, using the weight of his body to knock one of them off their hooves. Seeing the horn of the other begin to light up, he struck out with his own head, smashing his horn into the Captain's. The black horn shattered, and the Changeling fell to the ground screaming.

The one who had been knocked over tried to rise, only to have Wanderlust clasp a foreleg around his neck and cling to his back. It took a few seconds of gagging and frantic efforts, but eventually the drone went limp. He let the Changeling go, letting it flop to the ground.

Varus and Aspen parried each other in a vicious exchange, trading blows as they fought.  
"You cannot win this war!" Varus barked as they locked horns. "The Changelings will cover this land!"

"You could have the whole of Equestria, but the Everfree will never be yours! Not while there is still life in its Hart!"

Varus spat goo at the king's hooves, hoping to trap him in place. But Aspen caught the motion in time, and twisted around to toss the General away from him. Out of desperation, Varus fired a bolt of green magic as he tumbled that strafed across the king's left flank, leaving a long scorch mark.

"Ah!" Crouching over the damaged side, Aspen recoiled, leveling his gaze and antlers defensively. Seeing that his foe was wounded, a glimmer of malicious joy came to Varus, and he could not stop himself from jumping at the opportunity. Firing a series of magic blasts ahead of him, Varus savored the thought of bringing the prideful forest king back to Chrysalis as a trophy. That would ensure his survival, that would show his queen how much he loved her.

But even in pain, the Hart was nimble-footed enough to dodge the shots, dancing around them as the pair once more closed in on one another. When Varus reached out with a hoof, Aspen hooked one of his antlers into the holes in the leg, and yanked him to the ground.  
"Naaaaah" The General tried to cry, his snout shoved into the dirt.

"Taste that you vile creature!" Aspen snarled. "And never forget that your kind does not belong here!" The king plowed him face-first through the earth and rocks for several paces, before lifting him back up to eye level.  
"Never forget…" He said, as Varus peeked out from behind a brutalized expression, forced to look directly into the steely eyes of the angry stag. "That **I** am the King of the Forest!" With one final heave, Aspen hurled him into the hollow of an old, thick tree. Varus' back was wedged into the gap, his legs sticking out.

"The Queen!" He sobbed, the realization of his defeat and the utter ruin of his legions coming down on him like an avalanche, dismantling the last of his will to resist. "What horrible things the queen will do to me!"

"I wouldn't worry about her." The Hart replied coldly. Reaching down, he uncorked the stopper from the top of the heart-shaped decanter around his neck, spitting it aside. Kissing the opening, and inhaling a deep breath of the elixirs' vapor, he blew it back out in a smooth arc, bathing Varus and the tree trunk in a vibrant and sparkling blue mist.

"What are you doing!? Varus screeched, flailing his limbs. The tree began to creak and moan, shuddering with an effort. Then the hollow that held him in place started to convulse like a muscle, pulling him deeper into the recess. As his nightmare came to life he wailed hysterically, trying with all his might to wrest himself free. When he lit his horn to blast through the wood with his magic, a branch as thick as he, and ending in a cudgel of gnarled growths, swung down from above and drove him the rest of the way in.  
"NOO!" _THUUNK_!

The branch returned to its former position, leaving only the abysmal darkness of the hollow behind.

The battle was coming to an end, the few remaining pockets of fighting swiftly being snuffed out. Striding through the path, having to high-step over the fallen drones, Wanderlust took stock of the damage they had done. One Changeling tried to rise and weakly lunge at him, but a beam of white magic put it to sleep before it hit the ground.

"The battle is ours!" Blackthorne announced as he escorted the protective mares out into the clear. Rarity and the others emerging from the bush behind him, the fillies gawking and gasping at the wreckage. The animals and creatures had already begun to retreat to the corners of the forest, their task complete. All but the Timberwolves remained, who lingered as long as the Hart willed. "Varus' legions have been defeated."

"We've struck a major blow, but the real fight is in Ponyville." Wanderlust added.

"'ah reckon there'll be twice that many buzzin' around town." Applejack chimed in, gazing at all the fallen drones.

Paleo Search shook his head. "More than that. Especially if that maniac Chrysalis is there. She'll have her whole guard!"

"She better not be eating those brand-new cookies I made." Pinkie Pie pouted.

"I hate to say it." Moaned Trixie. "But we need Twilight Sparkle."

Wanderlust nodded. "The town is our only option."

"Then stealth is your friend." Striding over to join them, King Aspen glanced about the assembly of ponies and contingent of his deer warriors. "You'll never get a group like this into Ponyville under her nose."

"We break up then?" The vagabond unicorn asked, already knowing the answer.

"Yes. I'll take my deer and create a diversion, draw her forces' attention away from the town."

"And I'll take the rest to find out where Twilight is." There was still the matter of what to do with the drones that littered the forest floor. Simply leaving them in place was no good. "What about these things?" Wanderlust said, nudging the nearest Changeling with a hoof. "Can't leave 'em laying around?"

"Oh, they won't be going anywhere." Aspen upended his flask, and poured a few ounces of the blue fluid onto the ground where it seeped into the soil. The effect was not immediate, at least not for the ponies. The deer however seemed to understand what was about to occur, cautiously backing away from the drones.

"You ponies may want to step back." Bramble warned. Needing no further caution, they all retreated clear of the trail.  
It began with a rumbling, light at first but growing to a tremor within seconds. Vines started to rise up from out of the ground, sprouting forth all along the forest path. The creeping tendrils sought out the unconscious Changelings, coiling around and embedding them into the dirt. Thousands of writhing green limbs took the drones in their grip, creating a growth so thick and sturdy it became a road of thorny wood bush. Black perforated hooves stuck out like stray hairs from the tightening mass.

The deer and ponies were parting ways along a smaller path, trading nods as they divided. Blackthorne however came to a stop as he approached Fluttershy.  
"It was a pleasure to accompany you, fair mare. You have a bond with the natural world that any deer would extol." He told her in a polite but restrained way.  
Fluttershy found herself unable to meet his gaze, blushing and staring away at some point on the ground. "Oh, um… I uh, It's just a talent I guess."

"I could not agree more." Ignoring her blatant sheepishness, Blackthorne spoke matter-of-factly. "I should like to learn more of your techniques, to make myself of better service to my kingdom." A slight darting of the eyes snuck past his soldierly exterior. "If… that is agreeable to you, of course."  
The request left Fluttershy almost frozen in place, surprised more than anything. "I suppose it, um…. OK."  
"Very well then." Turning on a pivot, Blackthorne joined the rest of the deer, bounding away into the forest.

The timid pegasus was still staring at the spot where the Thicket warriors had disappeared when Rarity bumped her with a knee. The girls didn't say anything, but Rarity gave her an eyebrow raised in suggestive curiosity. Fluttershy responded by lifting a wingtip in the direction of Wanderlust, who was busy trying to calm down the fillies. They were jumping up and down around him like hungry puppies, peppering him with so many questions their voices merged into a chaotic white noise.  
Standing higher than the bouncing children, Wanderlust caught Rarity staring at him, and they held each others gaze for a few moments.

"Tuhh." Fluttershy and Rarity both turned towards where the sudden, strange sound had come from. Trixie, Spike once again slung over her back, had her nose turned up in derision as she walked away from them.

 **PONYVILLE**

Walking through the halls of Twilight's castle, Chrysalis chewed on both her thoughts and on something with a bit of crunch. A drone went beside her, holding a tray of cookies in his mouth. To her left, Twilight Sparkle numbly ambled along.  
Chrysalis stopped, scrunching her nose. Without looking she spat the cookie she was chewing on out the side of her mouth, where it splattered across Twilight's face.  
"These baked atrocities displease me. See that they are all destroyed."

"Yesh, Your Majeshty." The drone mumbled through clenched teeth. He took off flying towards the other end of the hall, only for an object to come crashing through the stained-glass window like a meteor. The two drones collided mid-air, smacking them both into the opposite wall and sending cookies in all directions. Unfazed, Chrysalis levitated Twilight in front of herself as a shield against the chocolate-chip shrapnel.

"My-my queen!" The new arrival shrieked, wobbly untangling himself from his brother. "They all… The legions Mother!"

"What about the Legions?" She demanded, growing impatient.  
"The Everfree! It was a trap! The Legions, Mother!" The drone flailed and fell at her hooves. "The legions are gone!"  
Chrysalis' face was jolted with disbelief. Eyes wide and lip twitching. "What!?"  
"They lured us into an ambush, hit us from all sides, the forest itself turned against us!' I was the only one who escaped!" The drone did look as if he had been chewed-up and spit out by a hydra.  
"Where is Varus?" She snarled, picking him up in her magic. "Why is he not here?"  
"Varus fell! He fell in battle!  
It was impossible Chrysalis thought, utterly impossible. Two legions and their general taken from her by a band of ponies and some woodland critters. The notion refused to make sense to her mind, and dropping the drone from her hold, she began to walk by herself in a daze. It was maddening, infuriating, and every second she went without something to contradict this reality, the looser her grip became on the present.  
"Varus…" She mumbled. "Give me them Varus… they are mine, I want them, give them to meeee!" Forgetting Twilight, forgetting her scheme, and forgetting her revenge she stumbled in circles, muttering in whispers.

"Varus!" She cried out, lost in the mania. "Where are my legions!"

"GIVE ME BACK MY LEGIOOOOOOOOOONS!"

 _ **AUTHOR'S NOTE** : Sorry this update took almost a year to spit out, had to finish WORLDS COLLIDE. But now this'll be my primary project, with new updates to "Evil Ways" and "Tales otU" _

_NEXT TIME: The Battle for Ponyville!_

 _Paleo Search and Gentle Heart are the OC's of Tarbtano and Faith-Wolff, used with their permission but not their assistance._


	15. Chap 14: Not All Who Wander Are Lost 1-2

**CANTERLOT**

Sleep escaped her yet, the long hours of the night stretched on like taffy between spools, lingering incessantly. Celestia stood by her bookshelf, the steady light of a tall lamp adequate to read the letter she held in the otherwise dim room. She had attempted to find comfort in bed, but unrest had plagued her until at last she felt a soreness develop whichever way she tried to turn. Finally she could overlook the nagging thoughts no longer, and recovered the ancient letter from its familiar place.

" _I read these words over again now, for what must seem like the thousandth time, a trepidation overcome me as I have never felt before committing each new draw of the quill."_

Below the few paragraphs of official-sounding announcements about a tour of the southern lands, and all due ritual of statecraft, was something else. Æclypse's letter to her could be parsed into the two halves, the second written in a different tone and personal flair than the former.

 _"You are, I am told, aware of what exists between your sister Luna and I, of the bond of affection that has flowered over many months. It would have been my desire to have made this known to you sooner, for never was my intent to deceive or show you disregard. It was at her insistence that we kept our affair a secret from you. I ask that you not hold her willfulness in spite. I know well from my own younger sibling the want for something to be held in private, and not forced to share."_

Celestia reflected on the times when she and Luna had argued over petty things. Whom had used whom's hairbrush, being a few minutes late to relieve the other, who had completed Starswirl's lesson the quicker. Trivial disputes that she had overlooked at the time, but in retrospect provided all the justification needed for her sister to keep something as precious as a first love all to herself.

And did she really have any ground to fault her? During the long banishment, after Luna had gone and she really was alone, she too sought solace in the embrace of a secret paramour. The very duplicate of the most evil pony in all Equestrian history, a scandal to grip the nation if ever it came to light. What was it about the sons of Thule that fate interwove them with the Alicorn sisters? What riddle in the threads of time could she not discern?

" _When I arrive in Canterlot, Princess, I issue forewarning now, that I will ask a great and precious gift of thee, something I do not lightly request. When we meet, and I may be bold enough to look into your eyes, and you into mine, I will ask for your blessing to wed your dear sister, and make her my queen."_

How could Celestia have known? That all her fears and woes of being abandoned by her only kinship would come not at the will of a suitor, but at her own hooves. The fanged and wicked visage of Nightmare Moon flashed in her memory, a still image of their battle throughout their former castle. Her desire to keep Luna with her had resulted in the broiling over of all the pent-up jealousy and anger, manifesting a creature of such malevolent power that Celestia was forced to use the greatest weapon in history against her.

And then she was alone.

 _"My love for Luna drives my passion night and day, and it is to her that I dedicate my great work. Not a moment goes by that I do not suffer a longing to feel her fur against mine, to feel her voice resonate in my heart. And so shall all of Thule adore her, a glorious and sublime queen of the north to surpass all that have come before. For though she and I have never graced each other's presence in the waking world, to her doorstep I would go, upon my knees and burdened with stone upon stone every mile, for the right to call her my wife. A primordial beast of darkness I have slain, and a hundred more I would battle with a merry song in my heart, that my reward await me on the wedding dais."_

One of the drawbacks to being immortal, was that the contemplation of mistakes and the gnawing teeth of regret could not be quenched at last in the void of death. Rather, they could become a haunting spectre that shadowed one's every step, whispering poems of malcontent in every moment of privacy. Even now, as Celestia glanced across the room to her mirror, she could all but feel the cold breath on the back of her neck; _What did you do? How could you be so selfish? It was your cruelty that drove your sister into dark madness._

Was she the moral superior to Æclypse then? For love of his kindred and reverence for his gods did he defy the greatest law in the land, and lay himself naked before a punishment that seized from him all but his given name. A martyr to his conscious he was cast out, branded thusly 'The Unforgiven' in dispossession of his father's bloodline. To the weeping of his mother and sorrow of his folk did he suffer for his fidelity, the bitter cost of his love and honor.

And was Celestia the inheritor of a better lot? For primacy of her sister's affection and fear for her country did she act. Only to turn her own blood against her in righteous fury, and by her own hoof banish Luna to an internment greater even than the time they had grown together. Lofty isolation was her prize for victory, to rattle about in an empty castle, her throne undisputed and reign undisturbed. Her's, a crown of thorns.

 _"My beating heart, if it be your price, you may cut from my breast and keep as token if with my final breath I may propose my love to Luna and hear her answer before darkness overcomes me._

 _Though, I should hope that for my sake and hers, that your blessing not come at so high a bargain. I suspect she would be much dismayed at the curtness of her honeymoon."_

It was there the letter ended, with a subtle and wry sense of humor. Where they then not more alike than distinct? Celestia wondered, folding the letter and sliding it back into its envelope. She returned to her bedside, gently laying across the mattress with a yawn. The two of them might have enjoyed a long and pleasurable bond as brother and sister-in-law. It seems he would have made for good conversation.

Nestling her head into a groove in the satin pillow, she drew her legs up and closed her eyes, finally ready to let sleep take her the rest of the way through the night.

As she felt the tender numbness engulf her, there was suddenly a great commotion cutting through the tranquility, a clamor of shouts from Luna's nocturnal guards. Something or somepony was causing quite a stir.

 **PONYVILLE**

The sounds of her wretched cries could be heard from the outside of the castle. Changelings perched atop the roofs of the empty houses looked to each other with fearful expressions, wondering what the cause of such horrific wailing could be.

Two drones buzzing in the air just outside the castle watched the entrance and windows. Periodically, bits of furniture would come flying out from the stained-glass panes, and other drones exited shaking with terror.

"Maybe we… should go look?" One of them asked.

"I don't think so. Mother is not safe to be around when she's like this." Replied the other.

"Then why did General Magna go in?"

"Because Magna won't be vaporized without warning." He said, pausing a few moments before adding: "Probably."

 **Inside the castle,** the throne room was in chaos. Chrysalis had toppled most of the chairs, blasted scorch marks across the walls, and was now splayed out on the table. Laying on her back, she stared up at the chandelier, the sparkling crystals of fond memories dangling like starlight above her. The long languid strands of her verdant hair spread over her face, a mask from under which her eyes peered out between the gaps.

"Mother?" Magna queried, hovering over her progenitor with concern. The queen's expression was one of confusion and detachment, her mind lost in a haze of delusion.

"My bugs…" She mumbled. "My little bugs… where have you gone?"

Magna traded a worried glance over to Spirochete, who still guarded the subservient Twilight Sparkle.

"I've never seen her this bad." The drone said with the tone of a child seeing their parent in dire sickness.

"We've never lost two legions before." Brushing a few locks aside, Magna caressed Chrysalis' face with gentle care.

"Mother? Mother you are starting to scare the swarm. How can I help?"

"Help? Can you prevail where Varus has fallen? Can you restore my legions to me?" Rolling onto her right side, Chrysalis folded her forehooves under her head to make a pillow. "No, I don't think you can help with that. You are younger and less experienced than your brother was, you would likely fall even quicker."

Magna could not help but be stung by the words, recoiling her hooves involuntarily. "Mother you must not linger in this state, every minute of inaction brings your plan closer to danger." Shifting positions, she placed herself in the Queen's line of sight, "Our response must be swift and terrible! We must show strength!"

But Chrysalis simply looked past her, staring vacantly ahead as if she were all alone. "Strength…" She muttered. "Have we not shown our strength already? Have we not swept away the resistance? Do I not have Princess Twilight as my thrall?". Spirochete glanced sidelong, noticing a sliver of drool dripping down from the corner of the alicorn's mouth.

The queen tilted her head upright with a series of clicks, pupils focused on some invisible object. "Not strength, no, something else."

Dragging herself off the table, Chrysalis paced around the thrones. "What we need is a reprisal, a demonstration, yesss… A demonstration of consequences. Twilight, the map if you will."

Without any further prodding Sparkle cast a beam of magic into the table, and like before, a holographic display of the known world populated the plane. Veering inward, Chrysalis put her forehooves on the edge, and with the images of the peaks and castles reflecting in her eyes, she illuminated her horn.

"We shall need a sacrificial lamb." A blazing jet of green magic struck the table, right were Ponyville stood. The spot was engulfed in an inferno of Changeling fire that set the whole simulated village aflame.

The brightness of the conflagration served to darken the rest of the room by comparison, like a campfire casting a chorus of shadows off the thrones. Chrysalis' face was caught in the light, fangs glistening and eyes fanatical, entrenched by the dancing motion of her flame.

"We will destroy Ponyville, turn it to ashes and leave not one brick upon another. The castle too, it will have to go… how unfortunate…"

"And the Ponies?" Spirochete asked. "The Thicket is compromised, we can't take them there."

"Indeed not." Without looking where she was going, Chrysalis backed-up into Twilight's throne, reclining into it slowly. "We'll take them into the eastern hive, just to the southeast of Canterlot mountain. From there, we can filter into the unnumbered tunnels and caves that course throughout the peak. Once we are well and safely emplaced, the Royal Guard will never be able to roust us out, not least before sacrificing heavy numbers, a price I doubt Celestia will be willing to pay."

She tilted her head to the right before continuing. "And of course, we'll be able to enter the city like flowers through cracks in the road. A shining beacon to all Equestria indeed when I have it burning long into the night."

The room was silent for a few moments as the green fire continued to dance and flicker. Magna stepped forward, lowering her head midway.

"Shall I inform Crassus of your wishes?"

Chrysalis remained motionless as she mulled the thought, not taking her gaze away from the flame. "Tell Crassus that his First Legion will be the vanguard of the movement. They will establish the route and transport the ponies to the Eastern Hive. He will not need direction, he knows the way. You Magna, your legions will raze the town. And while you're at it, crash the weather factory too."

"Yes, Mother." The General said, raising her head with an impish smirk.

"You have your tasks, be about them and rally your forces to cover Crassus' rearguard when you're finished." Chrysalis closed her eyes and relaxed.

"At once!" Magna's wings buzzed to life, and carried her out of the room, leaving the three others behind.

"You've come a long way for the table and the princess, Mother." Approaching the table, Spirochete marveled at the display of magic. "Seems a waste to leave it all in ruin."

"The table will come with us. As long as we have Twilight to control it." Chrysalis cracked her eyelids a tiny bit, mulling a thought. "As a matter of fact…"

Again her horn illuminated, and she extended a hoof towards Twilight. "Come little one, I want you to show me something."

Sparkle walked forward mechanically, her head bobbing softly with each step. When she came to the right side of the Changeling queen, she found the hoof waiting to caress the bruise on her cheek.

"Sweet little Sparkle… Always so brave, always so optimistic. Be a dear and show me on the map where your little friends are hiding in the Everfree."

Twilight lit her horn and cast a beam into the heart of the table. A shimmer of energy convulsed through the landscape of the map, nothing new however appeared, no changes at all. Chrysalis waited to see if it was some kind of delayed reaction, but as the seconds ticked by, her eyes opened in furious realization.

"Why is it not showing me? What are you doing wrong? Command it again!"

Once more, Twilight sent her magic into the table, this time for a few seconds longer than before. Once more, after an initial reaction from the map, it settled back down into the same unremarkable state.

Chrysalis charged out of the chair and planted her hooves on the table with a set of heavy thuds, growling at it in confusion.

"Errrrrr… Why isn't it working? Why won't it-" The words stuck in her throat as the answer dawned on her. Her upper lip quivered, and her whole body tensed, recalling what Twilight told her about not being able to control the map, not totally. She also realized that the map had no reaction whatsoever to her own magic.

"It knows…. It knows what it's being used for…" It was then Chrysalis understood that she was not dealing with some tool to be picked-up by anypony and utilized for their own needs, it was something far more.

"An artifact." She whispered, letting the final syllable hang in the air. "A creation of higher… powers." Now knowing what she was in the presence of, Chrysalis shrunk back without blinking, both afraid and awed by it.

"This isn't an instrument to power… this **IS** power!"

Spirochete, unsettled in his own right, retreated from the map. "What does that mean, Mother?"

"It means that if I can find a way to harness this magic for myself, I'll be more powerful than I've ever been before. Nothing short of the Elements of Harmony would be able to stop me."

Chrysalis lowered her head, swiveling it around to touch her forehead to Twilight's.

"Good thing I don't have to worry about those anymore."

 **On the edge of the town** , peeking out from the bushes, Applejack and Wanderlust were the first two heads to appear, followed by a collection of others large and small. Coming from a forest dark and dim, the sight of the town now could not be more of a contrast.

"The town…" Rarity gasped. Set out before them, were peaks of green fire and destruction. Gangs of Changelings ravaged the village, pushing down houses, dumping items into bonfires, and doing it all with a raucous symphony of maniacal laughter. A dozen were grouped upon City Hall, using their combined efforts to topple the second floor and rip the building apart. The top half, wreathed in flames, crashed to the ground in an avalanche of timber and masonry, much to the delight of all involved.

As Wanderlust watched the wreckage burn, his lips tightened, and he swallowed a lump of anger. He heard the voices of those around him as dull, indistinct tones unable to pierce through the sequence of memories playing in his mind.

"-anderlust, what should we do?" The lighter voice at last was able to reach him, the spell broken with a reactive snort and jolt of his head. He looked down to see Sweetie Belle and Shady Daze staring up at him, tears cradling their eyes. "Our homes are gone! My parents!"

It was too much for him, and Wanderlust cut his attention away, stepping back into the space on the backside of the bush.

"Them dirty, no-good Changeling monsters!" Applejack spat, kicking a clod of dirt. "Burn up everything in their wake just for a hoot an' holler! It…" The anger drained from her breast, and her shoulders sank. "..It's all gone ain't it?"

 _It's all happening again._ Wanderlust thought, slumping onto his rump away from the others. _She's done it again and there's nothing you can do about it_. Glancing to his side, he saw the unicorn mare Gentle-Heart sobbing into the embrace of the thestral, who himself sat with his chin resting on her head. Paleo Search caught his eye and hugged her a little tighter as he wrapped his wings around her.

In another spot, Fluttershy and Rarity corralled the fillies between them, becoming a hedge of protection and comfort for them to snuggle into. Sweetie Belle nuzzled into her sister's midsection, burying her face to hide it from view.

"We've been in a lot of bad spots, Wanderlust." Sloughing Spike off her back with a groan, Trixie sat down beside him, stretching her shoulders from carrying the weight. "But this is… this is a whole new league."

"Trixie…" He began without looking at her. "I heard you found the Alicorn Amulet."

Her eyes popped open mid-stretch, and she swallowed a lump of nervousness. "You uh… you heard about that huh?"

"Did you remember nothing I told you about it?" Wanderlust growled, letting a gleam of anger come through his voice. "Did you forget how dangerous it was? What it would do to you? How could you be so careless!" He turned his face to hers, scowling, and under his reproachful glare she flinched.

"I uh, I was in kind'ov a dark place." She defended sheepishly. "I needed something to help put me back on my hooves."

"Back on your hooves!" He snorted. "That thing would have made you its slave, Trixie! Twist everything you did for its own dark ends until your mind and body were nothing more than its vessel to exercise its will." Wanderlust stepped closer to her, and even as she shrunk back from him, he put a gentle hoof on her cheek. "In your selfish desire to prove you were better than Twilight, the Amulet would have destroyed you."

This time when Trixie looked into his eyes, she did not see the reproachful hardness, but saw instead something softer. She wilted against his hoof, draping her own over his outstretched foreleg. "I know I messed up, I know it could have gotten really bad."

"That's the thing that breaks my heart, Trixie. You knew about it, and you still did it." Wanderlust pulled her into his chest and wrapped a leg around her shoulders. As he caressed her back, his memory recalled to a night many years ago when they were making their way across northern Equestria and gotten caught in a terrible snow storm.

Forced to take refuge in a dilapidated cottage, they spent the duration huddled together against the cold. But Trixie was too little to last the night, so he wrapped her in his magic to keep her warm, allowing her to sleep while he remained awake. His own constitution saw him through, shivering and coated in frost as he was in the morning when the sky had cleared. The important thing for him though, was that she was safe.

"I'm sorry." He told her. "I'm sorry I wasn't there for you." The sound of another house crumbling into a burning heap roused them all once more to the plight of the town. "It seems I've failed again."

A great horn bellowed out from somewhere in the distance. Alone at first, sonorous and overcoming the crackle and cackle of the Changelings and their pillaging. It rung for a few moments before being joined by others, a chorus of long, deep calls that filled the night.

The rampage of the Changelings came to a stop, each of them ceasing in their activity to wonder at the mysterious sounds. General Magna herself, perched on top of Sugercube Corner, cast a mistrustful glance, tilting her head in contemplation.

A heavy thud landed on the rooftop behind her, and she turned to see her older brother.

"I thought you had this rubbish-pile under control." Crassus asked without it sounding like a question.

"It's coming from the woodline." Magna snapped, suddenly finding herself more preoccupied with her brother's remark. "No doubt the forces that escaped from the Thicket."

"And routed Varus." He finished. The gears in his brain set to work on strategy and counter-strategy, taking into account everything from the direction of the calls, to the position of his Legion, to the time of night it was. "It's a diversion." He concluded. "They're trying to lure your forces away from the center of town, slip by you while you're not looking, get to the castle."

"I shall send a skirmishing force to chase them off." Magna readied her wings to lift off, but Crassus stopped her with a raised hoof.

"No. You will take your forces and engage them, let them think you've taken the bait. I will emplace drones of mine in the castle to lay in wait, and catch them unawares when they come sneaking in. They will not be able to escape."

"As Mother said, much to teach us." Magna deferentially bowed to her senior. In her heart however, she wished she could hold his head underwater until he went limp. "No doubt this will be an instructive encounter." She said before leaving.

"No doubt." The commander of the 1st Legion watched from the corner of his vision as Magna rallied her drones, barking orders and directing captains. In time Crassus knew she could be a very formidable General, most likely soon to be promoted to commander of the 2nd & 3rd legions. Magna was ambitious, observant, more competent than Varus, and had the ability to remain silent enough for other Changelings to forget she was in the room. Save for her relative youth, she could eventually prove to rival Crassus himself for position in the Queen's service. Should that day ever come however, he had time-tested methods to keep his own status secure.

"Commander." One of his drones said, a dutiful captain buzzing in the air low enough to be on level with his superior. But Crassus did not turn his head. "Our perimeter guards report no more escapees; the village has been cleared of the equine peasants. Shall we transport them to the redoubt hive?"

Crassus considered the logistics for a moment, factoring them against the current tactical situation.

"No, hold them in place for now. I don't want any visible movement until after this little… skirmish… is settled. Give me a dozen drones in the castle but, keep the approach clear. I want the noose to be nice and tight as it slips around their necks."

"As you command General." The two of them took off, the captain breaking off to assemble his ambush team. Brutalico Crassus headed straight for the castle doors, intending to set his own trap.

Directly above him, on the balcony which jutted out from the palace's façade, the steady sound of hoof-falls could be heard marching out from the inner darkness. The shadow revealed Chrysalis' grimacing visage as it emerged into the moonlight, her normally smooth mane disheveled, and her face betraying small signs of the creeping madness that had left her so distraught.

She sauntered up to the guardrail, where she was able to look down and see all the devastation and ruin left in the wake of her minions' revelry. Ever since had been forced to watch Canterlot fade into the distance as she was being ejected from the city, her whole mind had been bent on visiting the pain and humiliation back on the one who had foiled her perfect plan.

Approaching from behind, the blank expression on Twilight Sparkle's face gave no hint of being aware of what was happening to her beloved town, to the ponies she called friends and neighbors, or the fate of those closest to her. Instead she cantered mechanically onward, inescapably drawn to the power that held her in thrall.

"Look at it all, Twilight." Chrysalis whispered, the green flames reflecting in her pupils. "See what has become of your precious Ponyville, watch it turn to ash."

Twilight merely blinked silently.

"All of Equestria would be mine right now if not for your meddling, my swarm strong enough to challenge the Dragon Kingdom. But no. I'm stuck here, burning down some unimportant village when I could be sending my generals on missions of conquest! Griffinstone, Maretonia, Abyssinia; one by one they would fall under the shadow of the Changeling empire, my little bugs never wanting for succulent love ever again. From coast to coast and beyond my rule would extend, my law, my will, all mine."

Chrysalis tilted her head as she glanced sidelong at Twilight, a vicious hatred shining through the dancing flames.

"But as long as Equestria is strong, as long as the alicorns are in power, then my rise will always be opposed. Equestria is the heart of the world, my little pet, and I have to rip it out."

A crooked grin spread across the snout of the matriarch, as if she were about to partake in something deliciously taboo. "And when my new friends in Canterlot deliver you right into Celestia's bosom…"

Chrysalis snapped her jaws shut with a sharp _CLACK!_.

The sound of conflict drew her attention elsewhere, the black queen raising her neck and peering out over the town to where a cloud of her Changeling bugs were engaging a force of deer coming out of the forest.

"Ah, Aspen's rabble from the Thicket." Chrysalis cooed. "Making one last heroic charge. Emphasis on the last." She said to Twilight. "But where are your little pastel bootlickers I wonder?"

Scanning the town, her keen vision was able to pick out the quick movements of shadow darting between what remained of the houses. "Ah! There they are, come to me my little ponies, come right into mother's waiting embrace." She felt a fang-filled grin spread, thinking of all the possibilities. "So delightful of your friends to join us. Why don't we go meet them?"

The cries of battle carried over the town from where the deer and Magna's forces were locket in combat.

"Drone!" She commanded, rousing one of her personal guards to her side. When one arrived and went into a bow, Chrysalis lifted her left wing and buried her face into the crevice underneath. A tiny object was extracted, clenched preciously between her teeth. She placed it on her upturned hoof and presented it for her soldier to take, a little green almond-shaped seed.

"It must be carried swiftly my bug, once infused with my magic, it will begin to sprout. Drop it where it will wreak the most havoc among the deer."

"Yes, Mother." The drone said, gently clasping the seed between his forehooves as he took to hovering. Chrysalis shot a quick beam of green energy at it, the seed responding with a glimmer and the beginnings of a trembling.

"Hurry now." She purred, watching the soldier rush away. When he had gone, the queen turned back to Twilight. "Come now princess, let's go meet your friends."

 **On the north side of Ponyville** , the grassy field had become a scene of chaos. Formations and command broken down, deer and Changeling locked horns in combat in numerous groupings and single fights. The fires of the town cast them all in shadows, turning the melee into an ethereal environment of violence and cries of war.

Blackthorn, chest heaving with every breath cast aside a dark-clad foe and stopped to observe the storm around him, searching to make sure the King had not been captured or injured. He was exhausted and his back right hip had taken a nasty blow that promised to haunt him for weeks, but he would keep fighting. As long as the Changeling menace loomed over the Thicket, as long as there remained vengeance to be had, he would keep fighting.

The King he saw at last, still on the field, still in the thick of battle. Fire light gleamed off his antler ringlets, marking him out among the shadows and confusion. Blackthorn watched the shining armor of his lord move furiously throughout the ranks of the chitinous marauders, thrashing them without mercy.

The battle itself was a stalemate, designed not the route the villains, but rather to give the ponies time to reach the princess. They could spend all night brawling with the Changelings, Chrysalis however, taking down that vile hag was the true goal. Occupying her minions would expose a vulnerability for the others to drive their finishing blow into her blasphemous heart.

He was wiping his brow with a foreleg when he noticed a single drone flying over the battlefield, the shape of him pushing through the pillars of smoke. The drone carried something too small for Blackthorn to see, but nonetheless it filled him with a foreboding dread.

" _I must get to the King!"_ Thoughts racing, he dashed from where he stood to where he could still see Aspen's ringlets shining in the night. The natural nimbleness of his race served him well to dodge and weave through the fluid bedlam, clearing the path where need be with a swift battering of his horns into Changeling bodies. His lungs burned with the inhalation of smoke and the pain in his thigh dogged him like the jabs of a parasite.

When he could he glanced upwards, eyeing the path of the portentous drone, realizing that it was headed to the center of the fighting. A horror stuck him, for King Aspen himself was in the center of the fray, too consumed with his own fury to notice the impending threat.

A sudden flare of green light pulsed out from between the Changeling's hooves, the signal of something that caused the soldier to recoil from it abruptly, dropping the object. Like a falling star the seed shined brightly, drawing all eyes on the battle field to it.

Only when the seed struck the ground and began to nestle itself into the soil did Aspen break away from an opponent and stare at the bizarre phenomena. The seed disappeared into its own burrow, its light beaming upward. Changelings immediately stepped away, their faces widening in fear, bunching back even from their combat with the deer.

A great tremor split the ground, crevices spreading out from the epicenter of the seed's landing. The eerie light filled his face with awe and terror.

Blackthorn vaulted the crater and threw his body into the King's, knocking him off his hooves and clear of the immediate danger. But the faithful warrior himself was not so fortunate. A green tendril burst from the ground directly underneath the recovering Blackthorn, hurling him a dozen paces away.

The king watched in shock as the thing continued to rise, as thick around as a tree and connected to something still roiling under the surface. It slammed down, using the position for leverage to hoist the rest of itself upwards. Four more appendages sprouted from the ground, these ones ending in four-toed claws but consisting of what seemed like lightly coiled vines and branches. Between the limbs the soil integrity shattered and gave birth to a massive shape, colorful spines along a heaving muscular back.

A raw, distorted trilling shriek preceded the emergence of a head along a thick neck. Its face was concealed in a closed flower bulb, but covering the neck were innumerable tiny white hairs & black armor thorns in regular lines. Rising from the pit in full, the body was dragon-like, a carapace of hard scutes that blended into an underbelly of moss. The legs angled out from unnatural joints, not the proper breast and hip of something with a skeleton.

The plant creature wheeled-about, nearly wiping out a group Changelings before the tip of the tail blossomed into a cudgel of stiff, pointed leaves with crimson barbs.

"THE SNAPDRAGON!" The drones cried out in fear, leaving the ground and using their wings to put distance between themselves and the botanical monstrosity.

"Get a hold of yourselves!" General Magna barked at her soldiers, smacking one of them who was trying to turn and flee. "The beast chases what's in front of it! Set a crescent of fire to drive it into the deer!"

Their courage finally stabilized by the trained obedience to orders, a wall of drones rallied to cast their verdant fire at the ground, creating a burning blockade.

Blackthorn was wearily rising to his hooves when he felt a strong foreleg reach down to help lift him up.

"Chrysalis has sent her beast to ravage the field." Aspen said angrily, letting his loyal warrior bear his weight on him.

"Then we shall… ugh… Need a beast of our own." Replied the Thicket knight.

Grouped around the Hart of the Forest, the deer lifted their heads and let out with a chorus of long, resonating howls.

The sound caused the head of the Snapdragon to swivel in their direction. Petals peeled back, revealing an elongated green snout of rugged exterior, eyes deep-set into black pits. It opened its mouth to issue a warbling, guttural noise from between thorn-shaped fangs. A long orange and yellow tongue extended out, one thin petal sprouting after another to end in a sinister hollow.

Where the bulb had unfolded, the underside became a mane of white and pink petals. The creature saw the herd of deer all standing together to one side, and on the other the sea of iridescent eyes beyond the flickering tongues of green fire. Shuddering from the heat of the flames, the beast turned in full towards the Thicket deer, stalking on its rangy legs with ponderous steps.

General Magna looked on, eager to see the beast wreak havoc, but anxious about what trick the deer might be pulling. Whatever the foolish cervids thought they could muster, however, surely it was no contention for the Snapdragon she thought with a keen grin.

The call of the deer was answered by a new edge of the forest rustling, bushes shaking, and the sound of branches being thrust aside. Like a wave, the Timberwolves sprinted out of the woodline, skirting around either side of the deer and reconverging in front of them. They surrounded the Snapdragon in a semi-circle, snapping, snarling, and barking in a cacophony of hostility, approaching with lowered posture to pen the creature in.

Magna could only stare in shock, understanding perfectly well how one so mighty could be felled by the power of numbers.

The Snapdragon lashed out in turn, swiping with its tail and claws. But all that did was provide openings for the Timberwolves to rush in two or three at a time and attack.

Aspen spied General Magna on the other side of the flames and the monsters scuffling. "We can't let them get back to the town!". Leading the charge himself, the King ran to the right of the spectacle between them, bringing his forces in cavalry to storm the Changeling's flank. The two species collided, antlers against chitin, commanders on both sides calling for the head of the other.

" **Alright, now we've got our chance."** Leaning out from behind the cover of a house, Wanderlust measured their shot of getting into the castle.

"Really wishing I would have learned that teleportation spell. Come in real helpful right about now." Stacked along the wall, the rest of the ponies were vigilant for any drone that might spot them, Fluttershy and Gentle Heart standing over the children, the thestral Paleo Search with them. The other three mares were eager to get to their friend. Trixie hung in the back, not just from carrying Spike, but also to have some distance between herself and Wanderlust.

"Ooo, I can't imagine what Twilight must be feeling right now." Rarity fretted. "That monster has destroyed our town!" She leaned close to him as she stole a glance at the castle. Despite the stress of the situation, Wanderlust could feel the gentle touch of her fur brushing against his and his mind selfishly gravitated to other things.

"Then it's a good thing Equestria's heroes are here to stop her." He said. Rarity turned to him, and the two locked eyes for a moment.

"Just how in the hay are we gonna get in there though?" Applejack's consternation gave a twangy voice to the obvious dilemma that faced them all. Twilight's castle was isolated, sticking out like a lightning rod in the absence of any neighboring structure.

Pinkie used the foremost curl of her hair to reach back and pull out a pair of binoculars from the unfathomable depths of her mane, holding it to her face. "Looks unguarded, but those Changelings can be a tricksie bunch."

"Yeah, well I'd wager I can still sneak in past their noses. Who wants to bet they haven't put a guard on the hole I made in the wall when I escaped?" Daring to put on a brave smirk, Wanderlust faced the rest of them.

"You probably won't like this, but we have to split up."

Paleo objected with a sharp shake of his head. "You're right I don't like it. This is like that part in a story where they break off into smaller groups, when you know perfectly well they should have stayed together."

But Wanderlust was unmoved. "We don't have much of a choice. For one thing, we need to get these kids somewhere safe, and a whole group of us can't go skulking about the halls without being detected."

"So what's your plan?" Rarity asked, sounding as if she were ready to put her trust in him.

"Gentle Heart, Paleo, if you two would be so kind as to take these fillies and colts somewhere safe and hunker down out of sight for now. There's no reason to drag them any further into danger."

"AWWWW!" The CMC uniformly protested with a groan.

"Now come on, you guys had had quite enough excitement for one night" Gentle Heart lightly scolded, herding them with a hoof to gather between herself and the thestral. Though they had been in his company since being freed, when Paleo tried to give them a reassuring grin complete with extended canines, they recoiled a bit from the unintentionally scary expression.

"Don't worry kids, I don't bite."

"Rarity, Applejack, Pinkie Pie, Fluttershy, you four will have the hardest part." Wanderlust continued. "As much as I have longed to crack my own hooves upside her head, she wants you a lot more, she wants the Element Bearers under her control. You will have to keep her distracted."

The Pegasus was not thrilled. "Um… us?"

"I'm not the biggest fan of it either, but if she's engaged with you, then so will all her drones. And me and Trixie can do what we need to do. At least until Rainbow Dash can bring some reinforcements."

"We'll do the best we can." The four bearers traded nervous but resolute looks, no strangers to having the fate of Equestria resting on their shoulders.

"Good." Wanderlust checked the space between them and the castle once more. "Once we've got everypony together, you can use the Elements of Harmony to send Chrysalis straight to Tartarus." He emphasized the final syllable by striking one hoof against another, but he was the only one to appear so excited by the prospect.

"What?" He asked, seeing the reticence on the others.

Applejack rubbed the back of her neck with a hoof, deliberately avoiding making eye contact. "We uh… We ain't got the Elements no more."

The stallion made no outward sign of emotion, simply staring back blankly. "What do you mean 'you don't have the Elements any more'? You're the bearers, there's no pony else they work with."

"What he means, darling…" Rarity gently cut in, clearing her throat. "Is that we don't have them around to use anymore. We gave them up."

His eyes went wide, mouth hanging agape. "You- You gave up the Elements of Harmony? The most powerful magical artifacts on the planet?"

"Well, you see-" Looping a foreleg around his neck, Pinkie gestured with the other as she explained. "These gnarly black vines started growing alllll over the place, they even ponynapped the princesses! So, Twilight had to drink a magical potion to see how the Elements were first discovered. Turns out, they came from the Tree of Harmony, and we had to put them back before the Plunder Seeds smothered it forever!"

For a few moments Wanderlust did not react, absorbing the information as best he could. "So there's a _Tree_ of Harmony, that grew the Elements, and you had to restore them?"

"Yup!"

"And where is this tree now?"

"In the Everfree Forest, in a cave under the Castle of the Two Sisters."

"Which all the way back where we came from?"

"Correct-O-roonie!"

Wanderlust inhaled a long breath through the nostrils, closing his eyes. "Excuse me a moment." Walking away from the others, he went over to a wall that had been demolished; and finding a stray length of timber that had been exposed, opened his mouth to bite down onto it. From behind clench teeth, he let loose with a terrible scream as the others watched on, the oral obstruction muffling the cry from exposing their position to any Changelings nearby.

He repeated the tormented wailing twice more, letting the emotion run its course. When he came away and rejoined the group, they could see the abject incredulity in his eyes.

"The one weapon that can send that black hag to the pits of Hel where she belongs, and you put them in a tree…" He paused for a few seconds, the thoughts still coalescing into words. "You were entrusted with the greatest power in the world, and you put it, in a tree!"

"Sorry." Fluttershy apologized.

"Well… I've been up against worst odds." Wanderlust dragged a hoof across his face, coming to terms with the unpleasant reality. "If I make it

through this, remind me to tell you all about the time I was enslaved and forced to fight for the amusement of a cabal of desert kings."

Rarity put a hoof on his shoulder. "Consider it a date."

 **The four mares walked side-by-side** down the path that led to the Castle's front entrance.

"Do you think we'll have to knock?" Pinkie Pie whispered into Rarity's ear. "'cause Twilight usually leaves the door open for us."

As they came to within a dozen paces, a figure emerged on the balcony that hung over the front doors. Chrysalis gazed down at them with a satisfied smile.

"Welcome back!" She called down to them with mock pleasantness. "I've adopted a hobby in civil engineering and took it upon myself to make some adjustments to your lovely little hamlet. Hope you like what I've done with the place."

"What have you done with Twilight, you uncouth creature!" Rarity demanded. "Where is our friend?"

"Why, your little princess friend is right here." Chrysalis feigned defensiveness, gesturing to something out of the mares' sight. "She was kind enough to give me such a warm reception, practically told me to make myself at home."

Applejack tipped her hat. "Nah that's the biggest yarn I ever dun heard! Twilight'd sooner blast you inta oblivion before she'd let 'yer revoltin' hide in the front door!"

"You wound me, errr… Boring one." The Queen scoffed. "Sorry, I don't really know your names that well."

"I'm Pinkie Pie!" she said, standing on the backs of her friends to elevate herself. "I'm the fun one. Oh, and this is Fluttershy, the quiet one!"

Pinkie grasped the Pegasus around her barrel, holding her in plain sight. Fluttershy took one quick look up into the gleaming eyes of the Changeling monarch and cowered.

"Yes, I don't really care, but I'm sure Twilight will be thrilled to know you've come! Twilight!" Chrysalis yelled out. "Your little friends are wondering if you can come out and play!"

The front doors to the castle slowly opened with an ominous creek, at first revealing only the darkness beyond. Twilight Sparkle emerged from the shadows, stalking forward methodically.

"Twilight!" Pinkie cried out excitedly, rushing ahead of the others to reach her friend.

"Hold on just a second!" Applejack latched onto Pinkie's tail to pull her back. "Sumtin' ain't right!"

Twilight raised her face to stare forward, devoid of any emotion, her eyes vacant.

"Twilight? Darling? Are you alright?" Rarity took a tentative step forward, only to shirk back a moment later. "You don't seem like yourself."

"Twilight…" Chrysalis began with mounting delight before her face twisted with evil intent. "Desssstroy them!" She hissed.

Responding to the command, Sparkle's horn began to glow, building with intensity.

"Get back Y'all!" Applejack threw herself at Rarity, not a second too soon to avoid a lavender blast of magic that came streaking out of the Princesses' horn. Pinkie and Fluttershy managed to dodge to the side, leaving only a smoking crater where the four had been standing.

The Alicorn fanned her wings, levitating a pony's height off the ground. She cast another beam, strafing after her desperately evading friends.

Watching from the balcony, Chrysalis laughed with joy.

" **Hurry up!"** Facing towards the outside, Trixie fidgeted on her forelegs as she stood in the jagged hole in the wall Wanderlust had escaped from. "This might be a baby dragon but he isn't getting any lighter you know!"

"Just be patient a minute longer." Wanderlust cast a white beam of magic from his horn like a flashlight onto the walls and ceiling of the otherwise exit-less room. "I've just got to find- Ah-ha!"

Fixing his magic on a single spot, pulses of white began to surge out from his horn, moving along until they hit a space on the upper wall. It took a few seconds, but the crystal material began to crumble, exposing empty space behind it. He continued to atomize the wall until a space large enough for the two of them to scamper though was made.

"I'll go first."

A nimbus of white energy surrounded Wanderlust, lifting him off the floor and up to the hole. He only went halfway, enough to poke his head into the other side.

"Coast is clear." He whispered to her, continuing the rest of the way into what was an empty hall. Next, he used his magic to lift Spike and Trixie through, setting them down without making a sound.

"Alright, we need to find Princess Twilight, or my saddlebags, not necessarily in that order."

"Really!" Trixie scolded. "You're worried about your bags right now?"

"I've got a few items in there that could help, come on."

Cantering down the hallway, they reached a corner and stopped short when they saw a small squad of Changelings facing in the opposite direction.

"It's an ambush." He realized. "Chrysalis is insane but she's crafty, she knew to emplace guards to cover her blindside. You wouldn't happen to have any smoke bombs on you, would you?"

"I got nothing, they took everything when they nabbed me."

"Ugh, this is like Dodge City all over again."

"Yeah." Trixie said with a sly twinkle in her eye. "But it was fun."

The six Changelings stood ready to engage anything that came down the hall, knowing that behind them was a dead end. A slight scratching sound drew the attention of one, reflexively looking up to the ceiling. Of course he saw nothing, and dismissed the noise as a phantom.

Above him however, on the other side of a magical veil, the two unicorns crawled along the ceiling hidden by the shroud of illusion Trixie was casting. It was Wanderlust's magic that kept them aloft, moving over the other's heads.

Wanderlust gave Trixie a tense look, her momentary lapse in controlling Spike had allowed his tail to drag against the ceiling, making the slight noise. When the drone was satisfied and lowered his attention, they continued until they rounded the next corner and out of sight.

"It's an illuuusion." She whispered as they set back down on the floor.

"Yes, you've come along nicely." He complimented.

The next hall was furnished with a few tables and crystal seats, a portrait of Princess Celestia on the wall. Trixie eyeballed the decor with no small amount of curiosity. "This place ain't too shabby, too bad a geek like Twilight gets to live in it.".

He shook his head. "Sour grapes."

They took a few more careful steps, but their stealth did them no good when the various items in the hall burst into green fire, revealing the Changelings that had been disguised there all along.

"On second thought, she can have it!" Shrieking as she evaded the snarling lunge of the nearest attacker, Trixie reactively fired a spatter of pyrotechnic magic that went off like fire-crackers to blind and disorient.

A drone spat a wad of the ensnaring adhesive at Wanderlust, as another leapt to grapple his neck. The unicorn countered with a flare of white magic, deflecting the goo back in the face of the Changeling. More concerned for Trixie's safety than his own, he swung his right foreleg and delivered a mighty blow to the incoming foe, dropping him instantly. He saw his former ward retreating from the other two drones, horn leveled in defense, Spike precariously balanced on her back.

Wanderlust came in with a hard charge, ramming into both of them bodily, and crushing them against the wall.

"Well there goes the sneaky approach." He growled, using his left hindleg to buck the still dazed drone under the chin. Just as he feared, the squad of Changelings they had so carefully avoided came scrambling around the corner. "No sense in being quiet now! Light 'em up!"

This time she fired a full-on volley of fireworks that filled the hall space, bombarding the enemy in a storm of explosions and deafening noise. Then like a tiger he was among them, smashing in snouts, blasting with magic. Wanderlust sent drone after drone careening into the walls, into the ceiling, and crumbling to the floor. Such was his fury that not one of them was left standing when the smoke dissipated, leaving only the unicorn standing among a carpet of insensible charcoal bodies.

"Let's go." He said, walking back over to a frankly stunned Trixie. "We're gonna have to fight our way through this place."

 **The rage of the deer had been underestimated**. The Changelings on the battlefield were unaccustomed to having prolonged battles, typically relying on ambushes and sabotage to win the day until Queen Chrysalis had succeeded in incapacitating the leadership. The warriors of the Thicket however, were more than capable of holding their own, even against greater numbers. Inexorably the tide of battle began to turn in the deer's favor.

King Aspen drove his vanguard deep into the chitin ranks, his ire fixed on General Magna who remained behind a barrier of her soldiers barking commands. Blackthorn was still at his side, muscles beyond exhausted, his helmet cracked down the middle.

The Snapdragon had managed to score hits against the Timberwolf pack, smashing a few of them with its tail and claws. Lunging at another, this time a clear spray of acidic fluid was projected from the pit of its tongue. A wolf was bathed in the stuff, its body dissolving into a boiling mist until it collapsed. The dragon swung its head, flinging the corrosive spittle in a defensive arc, forcing the wolves to scatter back.

As the floral abomination challenged them with a shrieking roar, the wolves withdrew several paces to rally together. The broken and shattered bits of twig and leaf began to rattle where they had fallen, a nimbus of green energy exerting itself along the grass. The debris gathered around the Timberwolves, binding to them like armor and increasing their stature. Like tendons connecting muscle to bone, the wolves were linked together, assimilating into a greater whole. Parts of the forest itself responded to the supranatural magnetism, whole logs and halves of trees floating aloft from out of the woodline to join.

The mass of wood and green lurched upwards, heaving as a wave before coming back down atop two pillars, pillars that terminated in massive paws. Seeing this new enemy manifest, the Snapdragon lowered its posture and snarled, exposing the thorn-like fangs in hostility.

The Timberwolf, now of comparable size and might to the Changelings' beast, threw its head back and howled, its call bellowing out to fill the night.

Not waiting to strike, the Snapdragon surged forward abnormally on its gangly legs, maw open, a pair of convulsing bulbs at the base of its tongue ready to spew. The Timberbeast deftly avoided the strike, lashing out with its paw in retaliation and carving deeply into the dragon's snout, causing it to wail sorrowfully. It seized upon the neck of the Snapdragon with its fangs, the two botanical titans wrestling for supremacy.

 **Blasting another Changeling down the length of the hall** , Wanderlust stopped at the entrance to another room to make sure nothing would come at him from the side. He looked inside and froze, not daring or willing to take his eyes off what he found.

"Hey, can you-" Trixie cut herself off when she came alongside her mentor and saw the object of his focus. She knew from the way his face was hardened that there would be no deterring him from the confrontation before him.

"Trixie…" He said in a low voice. "Keep going, find Twilight."

"You sure you don't want any help?" she asked.

"Positive."

She trotted on past him, leaving Wanderlust to his company.

"You are more savvy than I gave you credit for. Clearly I should have paid more attention to you."

Standing in the room, General Brutalico Crassus stared back at Wanderlust. To his left was the still-active crystal pedestal that Twilight had used to observe the grey unicorn in the doorless chamber. He glanced at it, a not-so-subtle hint that he had known of the other's presence in the castle the entire time.

"I would say that for a mere pony, I am singularly impressed. But… I think we both know how poorly that caste would suit you."

"Not so crazy now, am I?" Wanderlust entered the room warily, eyes locked with the General. "At least you're smarter than your brother."

He was disappointed to find Crassus' confident façade unshaken by the jab. "Yes, I had heard of his utterly unsurprising rout in the Everfree. I cautioned him about being so reckless. It is good then, that I have so many brothers to replace him."

"Where's Princess Sparkle?" Wanderlust demanded, through with the small talk. He circled around, the Changeling doing likewise. "What has that vile succubus Chrysalis done with her?"

" _Queen Mother_ has her at her disposal, and your insolence will be answered for, wretch!" Crassus snapped. "You have profaned her honor too long, and I will make you suffer for it."

"I know suffering well." The unicorn halted, his stare burning. "I will show you the meaning!"

The room was consumed in a brilliant flare of white and green light as the horns of the pony and Changeling collided, both crying out in rage. They fired beams of magic at a close enough range that their snouts were almost touching, sparks thrown in all directions from the volatile clash happening right above their heads. Not an ounce of retreat in either of them, they dug their hooves in to try and physically muscle the other around.

Out of the corner of his vision, Wanderlust spied his saddlebags sitting on the floor where Twilight had left them before being interrupted. _"My bags!"_

The distraction was slight, but Crassus caught the tiny dart of the eyes. He slackened his posture, causing Wanderlust to pitch forward off-balance and tossed him to the floor with a surprised grunt. With the unicorn unguarded, Brutalico fired a blast of green magic, but it was met and deflected by white, detonating them both. Wanderlust shielded his eyes from the explosion for only a moment, but when he lowered his leg, Crassus was already lunging upon him, curved horn alight.

He rolled to his left, letting the blazing spike slice into the floor. When he faced back around, Wanderlust struck home with a beam that hit Crassus in the chest, projecting him against the wall. The two got back to their hooves, no more words needed be spoken, an understanding that only one of them would be leaving that room silently agreed upon.

Wanderlust cast another magic blast, but the Changeling evaded by disappearing in a wash of green fire, emerging from it in the shape of a sparrow. The bird darted around the continuing attack, closing the distance between them until it was almost within reach. The unicorn threw-up a translucent construct just in time, as the sparrow was replaced by a roaring manticore, its paws scraping against the magical shield.

Reversing the contour of the barrier, the white miasma wrapped itself around the transformed Crassus and battered him into the wall, then into the ceiling. When the shield came off however, the beast was gone. Suddenly he saw it, the tiny brown oblong scuttling along the roof, the cockroach apparently impervious to being squished. A wisecrack about crushing Crassus like a bug flashed through Wanderlust's mind, but he let it go.

" **Don't be too rough with your friends Twilight, I'd hate to see one of you get hurt! HAHAHAHAH!"**

Chrysalis laughed maniacally as she watched the mares continue to duck and doge. The Princess remained unemotional, her friends nothing more to her than targets to be struck down.

The game of cat and mouse had shifted closer to the nearest houses, Pinkie Pie using her agility to lure Twilight into a spot where Applejack could snag her with a lasso. In her wake, the alicorn had left both Rarity and Fluttershy trapped in blocks of solidified magic, frozen where they stood. Time for the other two was running out.

"Come on Twilight! I know you're in there somewhere!" Holding the empty pie tin in front of her, Pinkie walked backwards slowly, deliberately. Twilight fired another shot, the stream deflected by a quickly placed pie tin to send it into the corner of a house where it encrusted into a jagged shell.

"This is because you were eliminated first that time we played freeze-tag isn't it!"

Skulking in the shadows behind Chrysalis, Trixie poked her head out from the side of the balcony door, fearful eyes regretting having come so close to the tyrant. She whined with anxiety, trying to figure out what to do, now that reaching Twilight wasn't such a great idea. Maybe if she could sneak past, she could find something in this castle strong enough to break Spike's spell. A nerd like Twilight must have an apothecary in one of the hundred rooms she has in this place.

Very carefully, very gently, she tip-hoofed past the archway, the hall that ran behind the opening not wide enough to provide much distance. She kept a wary eye on the Queen during every agonizing moment, each step seeming to pound in her ears like a cymbal clash. After a few moments however, she made it to the other side, gliding up to the wall to make sure there was cover between them, closing her eyes and taking a few soft breaths to calm her heartrate.

Trixie opened her eyes to find a changeling drone staring at her. To her horror she realized that she had been so focused on evading Chrysalis, she had failed to check for any of the others laying in wait. It lowered its posture, issuing a nasty hiss at it crept forward. She backed away and spun around only to find another hissing Changeling approaching from behind, cutting off her escape. Forced in a third direction, Trixie unwittingly backed out onto the balcony. She stopped when she felt her flank bump into something.

"What do we have here?" cooed a serpentine voice.

 **Pinkie Pie knew she had reached the end of the line.** The pie tin had become too hot to hold any longer, heated near to glowing by the magic it had been deflecting. Forced to drop it, she had nothing left but her own agility to save her from her enthralled friend. That, and her confetti cannon. Bracing the party artillery in front of herself, Pinkie could see from the corner of her vision that Applejack was in position, almost ready to sling her lasso.

"So Twilight, huh, what's it like being mind controlled? Does it itch? Is it warm? Do the Changelings have their own labor union?"

Something seemed to connect in the Alicorn's mind, because she paused and tilted her head. The distraction proved sufficient for Applejack to get close enough, tossing her lasso on a perfect course to catch Twilight around the neck.

But the rope was stopped just a few inches from its target, held in place by a nimbus of purple magic.

"Uh-oh." Applejack realized. The Princess turned towards her, the rope disappearing in a flash.

"Now don't be getting' too hasty, sugarcube, I just-" But her pleas were cut off by a stream of magic. Before either she or Pinkie could do anything about it, the Element of Honesty was trapped in purple amber, her mouth open and hat flung back in shock.

With perfect emotionlessness, Twilight stared at the frozen visage of her dear friend, giving no hint of any remorse she might have felt. But the interest was fleeting, and she turned back around to attend the final target.

It was then that Pinkie struck. From atop the magical block that the Princess had only momentarily taken her eyes off of, she jumped down, confetti canon in hoof, slamming it down on Twilight and capturing her in its hollow.

"Gotcha! Now Twilight, I know I'mma gonna have some 'splainign to do, but trust me, it's for your own good."

The canon began to tremble.

Trixie tried to leap away, in any direction other than the one Chrysalis was in, but she was caught nonetheless.

"One of our escapees from the hive I see!" Holding the unicorn in her magical grasp, the Queen confiscated Spike from his position on her back and dangled him aloft.

"What's a matter? Can't wake the little guy up?" She snickered. "I put him so far under, he'll grow a beard before he comes to!"

The magician gulped, her knees involuntarily beginning to shake. "So uh, how's about you just let me go and we forget this whole thing ever happened huh?"

Chrysalis thought the idea over, lowering Spike to the floor and roller her eyes. "Hmm, I am in a surprisingly good mood… so maybe I could let you go…"

"Oh, thank Celestia…" Trixie exhaled.

"Right after a little snack!" Chrysalis took her up in her magic with a hungry leer, tongue whipping the corners of her mouth as she opened wide, long fangs dripping with salivation. The mare shrieked in terror, flailing madly at the air as she was floated against her will towards the waiting maw.

It started with the sound of thunder. A shiver went down Chrysalis' spine, a twitch in her cheek. First her eyes rotated to the corners, then her head turned as it simultaneously shrunk down like a feline on edge. She glared up to the moon and saw the object streaking down out of the sky.

"HUZZAAAAH!" Princess Luna cried from her chariot, clad in armor and wielding a long, ornate staff with cudgels on either end in her magic. The Thestrals that hauled their mistress were armored as well, as were the dozens who flocked in formation behind. "ONWARD WARRIORS OF THE NIGHT!" Her royal voice boomed. "ONWARD TO BATTLE!"

Releasing Trixie and Spike from her power, Chrysalis hissed at the sight of the alicorn descending with her host, a venomous glare of hatred and fear reflecting the movement across the moonlight.

"STOP THEM!" She spat, drones rising up from all around the castle to meet the Equestrians head-on.

"Liberate the town and smite these wretched curs, proud soldiers!" Pointing one end of her cudgel-staff at the Changeling queen, Luna narrowed her vision. "Thine perforated matriarch is mine to contest! This night is thy doom, Chrysalis!"

A more calm Chrysalis might have offered a witty retort, a verbal barb. But as it was, adrenaline spiked by rage, she surged into the air with fangs bared and horn glowing. "I'LL PUT YOU BACK IN THE MOON!"

The alicorn leapt from her chariot, the brutal staff raised in an arc above her head. "HAVE AT THEE FIEND!" Luna swung one end of her weapon down where it collided into the burning green magic of the Queen's horn.


	16. Chap 14: Not All Who Wander Are Lost 2-2

_**WARNING! THIS IS THE 2ND HALF OF PART 14! **_

"All that is gold does not glitter,  
Not all those who wander are lost;  
The old that is strong does not wither,  
Deep roots are not reached by the frost.

From the ashes a fire shall be woken,  
A light from the shadows shall spring;  
Renewed shall be blade that was broken,  
The crownless again shall be king."

-J.R.R. Tolkien _The Fellowship of the Ring_

 **Dutiful to their orders** , the Changelings that had maintained guard over the weather factory had just finished blasting out the last of the control mechanism that kept the floating facility on an automated route. A pillar of black smoke rose from where the wheel house would be, had not the drones smashed it in the process of accessing the controls. Surrounded by magical amplifiers of copper piping that splayed out in all directions, the enchanted compass that served as the heart of the guidance system lay on the floor, glass shattered and body dented.

Leaving off with a maniacal laughter, the marauders began to exit the inner facility as the whole berg tilted downwards, on course to crash in what they expected to be the genesis of a terrible storm that would scourge the countryside.

When the skyborn boom of the arriving Lunar forces reached them, they gave no thought to the careening weather factory, and turned in numbers to meet the oncoming Thestral Guard.

"Our priority is the weather factory!" The Lunar commander called out to his troops. "We've got to stop that cloudberg from hitting the ground!"

"Sir! What about the Changelings?!" Asked another.

"Go through them!" Was the order.

The soaring Thestrals loosed a war-chant, ' _Haoo! Haoo!_ ' like the rumble of thunder as they glared at the enemy, keen silted eyes looking out from their beaked battle helms.

A volley of green magic ballista was released from the surging Changeling squadron, aimed to captured them in mid-air. But the Lunar knights were better trained than that. Tucking their wings close to the body they dived sharply, letting the shots go right overhead. Then the wings flared back out, and in unison the Thestrals swooped back on trajectory to intercept the drones.

Another round was fired, and though a few managed to find a target, none of Luna's finest dropped. Before a third volley could be launched, the two sides met, the drones in loose charge, the Guard in a tight wedge formation. Thestral armor smashed through chitin at incredible speed and the sky was filled with a chorus of smacking impacts. Like a knife through butter the Thestral wedge broke through to the other side of the Changeling ranks, sending a hail of black bodies to the ground.

"To the bottom!" The Commander screamed. "To the bottom!". Still moving as a flock, the Lunar knights rounded the diving end of the cloudberg and glided in to amass themselves against it.

"Push!" One of them cried. "Push until your wings break, and then push some more!"

"HAOO! HAOO!"

 **The traditional royal Canterlot voice** had carried out even to where the deer and Changelings were coming to the end of their own melee. General Magna herself was now flush in the face with battle-fury, her horn locked with an equally furious King Aspen. All around them flashes of green fire going up where the drones altered their form into all manner of creature to try and hold back the tenacious cervids.

Both sides hesitated when the voice thundered, a wave of tremors moving through the Changelings like a current.

"PROTECT THE QUEEN!" Breaking away from her tangle with Aspen, Magna hurriedly threw herself into the air among the rising numbers of her legion that remained capable of flight. Even those drones who had taken too much of a thrashing to achieve lift limped along as fast as their tired legs would take them in the direction of the castle. The soldiers of the Thicket allowed most of them to scamper away, others harried the fleeing marauders for a bit before turning back to the protection of the fold.

"The reinforcements from Canterlot!" Yelled the Hart of the Forest. "Chrysalis is routed! Quick! We must close the snare before they escape!"

As the other deer rushed onward, Blackthorn intended to join them but was halted by an outstretched hoof across his breast.

"My loyal knight." The King said stoically. "I have sent Prince Bramble to return to the Thicket by way of the secret path, on mission to seek the sacred ichor of the Source, to find where Chrysalis has hidden Queen Juniper, restore our kingdom, and the rest of our kind. I need you to meet him back home and aid his healing work.". It had been in the form of his wife that Aspen was overtaken by the Changeling monarch. Where the real Juniper had been stashed, remained a mystery.

"My lord." Blackthorn protested, but his breath was ragged, and he visibly winced from the pain that racked his body. "I can still fight, I can still-".

"I know the strength of your heart, and that is why I would entrust no-other to this task. Help my son, find my wife, purge our kingdom of this black curse."

"What of you?" The knight asked. "Is this not better your place than mine?"

"As much as it pains my soul, my first duty must see to it that Chrysalis and her minions are vanquished at last, then I may attend my personal matters."

A hard stare was traded between the two, the weight of his charge not lost on Blackthorn. The King was entrusting to him what was most precious.

"I will not fail you, my King." He promised as he bowed.

"I have every faith in you." Aspen touched a hoof in the center of Blackthorn's head, bestowing his royal blessing. "Now go."

Without another word Blackthorn was off, bounding as best he could into the woodline. As Aspen watched his loyal servant disappear, he noticed the many dark shapes betrayed by the renewed brightness of the moonlight racing over the tops of the trees, towards town. Some mechanism of the Changelings alerting them to the peril of their progenitor. All her scouts and roving troops withdrawing at last from the Everfree.

He made certain that none of his own warriors were left on the battlefield, seeing those too injured to continue the fight limp to their hooves and begin the process of collecting each other. The King helped a few up himself, commending their bravery and service to the realm before setting off for Ponyville.

The mammoth Timberwolf spat out the length of the acid-spewing stigma it had torn from the Snapdragon's mouth, screeching in pain from the oral wounds traded to get it. Mighty as it was, even the forest beast was heavily wounded by the savage opponent, the unleashed floral abomination bringing more to the table. Sections of its back and forelegs were smashed, and the right side of its face was splintered. Though the Snapdragon spilled a sweet-scented fluid from its own wounds, it was still the better off, more durable.

The fire on their side still raged, conceived of by magic rather than natural combustion, it lasted far longer. A primal understanding of combat, the Timberbeast knew that this fight would not sustain itself much longer, it needed to finish its foe off now.

Enraged by the amputation of its tongue, the Snapdragon issued one final screech, flinging spittle in all direction. Then it reared back, intending to bring both claws down across the head of the other. Seeing the opportunity, the Timberbeast sprung forward, much faster than expected, and sunk its fangs into the sinewy neck of the dragon, the continuing momentum driving it back, back into the flames.

The Snapdragon reacted in self-defense, latching on with claws as it fell onto its back in the sea of flames, holding the wolf down with it. Horrible wails mingled as teeth rent and claws ripped, the two monsters consumed in the green flame, too determined to destroy the other to save their own lives.

" **Ooo…"** Pinkie Pie marveled at the sight in the sky, watching the Lunar war host descend on the Castle. She did so leaning on the confetti canon, not seeming to mind the trembling that came from within.

"You know Twilight, one day we're gonna look back on all this and have a good laugh. Yup." Brushing her hoof against her chest, Pinkie checked for any defects. "Good thing I brought my extra-sturdy canon with me, or else all that magic you're firing might have blown it apart by now. Yup, I imagine there's a ton of pressure in there right now just ready to-"

The canon shot into the air in a poetic reversal of role. It had rocketed up so fast, Pinkie's leaning elbow stayed in place a moment longer before collapsing over to impact something else, something softer. She smiled sheepishly into Twilight's face before everything was transformed through a prism of hardened magic.

That was the last of them. All four of her former friends trapped in the lavender amber.

"TWILIGHT!" The Princess turned in the direction of the call but found the speaker already upon her.

Rainbow Dash, holding the party cannon in her hooves was coming crashing down directly towards her. As there was no standing command concerning this pony, Twilight did nothing but teleport out of the way. The Pegasus however was not aiming for her friend and she brought the canon smashing down on the magical prison, breaking it into a thousand shards. Pinkie Pie, still in the leaning position, fell over.

"Get the rest of the girls Pinkie!" Rainbow shouted, putting herself between the other two. "I'll keep Twilight distracted!"

Grabbing the canon from where it lay, Pinkie hefted it over her shoulder. "Ookie-dokey-loki!"

Sparkle started to follow the blurred trail of the pink Earth Pony, ready to cast another entrapment spell, but Dash came from behind and locked her forehooves around her trunk, pulling her off the ground.

"Now you just calm down! We gotta find a way to break whatever spell Chrysalis put you under! Why else would you be attacking your best friends!"

In a flash they were both gone, teleported out of sight. They reappeared next to a charred brick wall, the Pegasus wrestling to keep her friend under control. They hit hard against the wall, both of their flying thrown off by the struggle.

"Snap out of it egghead!"

"Batter up!" Pinkie Pie swung the canon, and shattered the magic holding Applejack.

"What in the tar-?" Cut-off by the sight of Rainbow Dash and Twilight vanishing and appearing in several spots, Applejack shook her head in disbelief.

"But if Rainbow Dash is back then that means…" She pivoted to the sky, where it was filled with the war between Changelings and the Lunar Guard.

"No time to stand around, AJ!" Zipping over to where Rarity was encased, another swing of the canon freed her as well.

"GAH! What a horrid thing to do!"

Taking a cue, Applejack ran to Fluttershy and leveled three good bucks into the material, cracking it more with every blow. The last one did the trick, splintering the hard magic. Fluttershy sucked in a long gasp of air.

"Oh! Oh, that wasn't so bad."

"Guys! Little help!" Once more the tangled two were teleported from the sky, this time back to the ground, Rainbow Dash on the verge of losing her grip. The four other friends rushed in, dogpiling on to keep them in place.

"Come on Twilight!"

"You've got to fight it!"

"Don't let her win!"

"You're stronger than this!"

"We're your friends!"

Whether it was the weight pulling her down or something else, the alicorn's resistance wavered, and the group of them sank to the earth. A soft white glow enveloping them all from the outside in. The mares held on with all their strength and eyes shut tight, just hoping that they could do so long enough for their friend to regain her senses. Oblivious to the magic surrounding them.

Increasing with intensity the closer it got to Twilight, the white magic crept its way up her horn until it reached the pinnacle where it coalesced into a brilliant star. It was a magic more powerful than the Changeling Queen's curse.

The aura broke with a tremendous sound of shattering glass, the light going nova before dissipating into the ether. A flash of multi-color shimmered across Twilight's eyes, then she blinked rapidly.

"CHRYSALIS!" She yelped as if in mid-sentence, coming down from a sudden surge of panic. Then she realized that she was in the embrace of her friends. The others looked to her and saw that the spell was beaten at last. Darting over the fretful faces surrounding her, Twilight let the moment overwhelm her and collapsed into their combined warmth.

"Thank Celestia you girls are okay."

"No thanks to you!" Rainbow blurted out joyfully.

"Girls?" Twilight asked, suddenly becoming very worried. "Where's Spike?"

 **The diamond-shaped viewing pedestal shattered** as Wanderlust and Crassus smashed through it, rolling across the floor in a tangle of limbs, snarls, and sparks of magic. Eyes filled with hatred bore into each other, foreheads touching as they grappled. Crassus adjusted, moving to snap his fangs at the unicorn's neck, held back only by a hastily placed foreleg across his throat.

But there was more on Wanderlust's mind than the mauling that thrashed only inches away.

" _If only I could get to my bags!"_ He cursed mentally, sensing their familiar presence close by. His gaze flickered back and forth between possession and foe, deciding which to devote his primary focus.

"To the pit with this!" Reaching out with his magic, Wanderlust grabbed hold of the bags, dragging them across the floor. Crassus caught the sight of the aura around the pony's horn and sensed an attempt at mischief. Secretion glands in the sides of his throat flexed, producing the magic-stifling gunk. It splattered over Wanderlust's horn and the bags dropped where they were.

"Vermin!" A solid hoof struck the General in the jaw, sending spit and green goo flying. The vagabond tried to kick Crassus away, but was lifted off the ground and slammed back down in a furious reprisal.

"You'll never see the sun again!" Crassus hissed venomously, trying to twist his head around the defensive foreleg. "When I'm done with you, I'll pay a visit to your little marefriend!"

Rage flared in his heart, drawing Wanderlust's full ire. He pulled back with his foreleg, allowing the enemy to come surging down. Diverting the momentum however, he bit onto the cragged horn so hard he could feel the chitin begin to crack. Crassus bellowed in protest, but Wanderlust was able to muscle him to the side and regain his footing.

Normally the ability to fly was a distinct advantage, but being the lighter of the two, it meant that the unicorn could maneuver the Changeling around using the horn to leverage him where he wanted. Crassus set his appendage alight in green fire to try and force his release to no avail, his head compelled at the painful angle.

Putting his superior strength to work, Wanderlust drove Crassus' head into the wall, splintering the crystal. The General grunted, feeling his teeth grind against each other and chip. Again, skull met wall, weakening resolve. A third time and his legs nearly collapsed. Unthinking, Wanderlust tossed him aside with a growl, taking hard breaths through a clenched snarl.

As he stumbled to stand, a trickle of green ichor dripping from his mouth, Crassus felt his leg brush against something heavy. Looking down he saw the saddle bags that the unicorn had been trying to reach for. Whatever his opponent had wanted so badly, must be something useful he deduced.

"Looking for this?" He asked with a wince, picking the bags up in his magic, feeling the curious weight of it. "Huh? What's in here that's so important?"

Wanderlust spat to the side. "Normally I would warn you not to go in there, but frankly I don't care what happens to you."

"Another pony trick!" Crassus barked, his nerve coming apart. "You possess some weapon or tool in here! You thought it would save you, but now it will be your end!"

The clasp of the one of the bags came undone and Wanderlust made to step forward instinctively but halted after a thought.

While keeping his attention on the other, Crassus methodically lifted the flap and sunk a hoof into the cavity. He might have thought it odd that the unicorn didn't offer any protest, instead of standing back and observing, but he was certain that whatever he found was about to give him an advantage.

His foreleg jerked suddenly, pulled downward a bit more into the bag. The startling wrench on his limb drew his immediate concern, looking down at it with perplexed shock. "What?"

Another pull brought him shoulder deep into the bag, his eyes wide with fright and alarm. "What trap is this?! What have you done?!"

But Wanderlust offered no clarification, merely watching with bated breath for the phenomena to play itself out.

There was nothing Crassus could do against the force that resided within the bag. His wings beat frantically, and his legs scraped on the floor trying to get away from the seemingly immobile satchel.

"I can't-! Q-Queen Mother! Yahh!" Now his cheek was pressed to the bag, face contorted in sheer terror. For a moment he looked into the eyes of his foe, expecting to see satisfaction, expecting to see anger. Instead the cool blue gaze of the pony softened, and he saw only pity in them.

As a terrible realization sunk in, Crassus let out a chilling scream. It was cut off sharply when his head was sucked in at last, the rest of his body following through with a sound of rushing air. The saddlebags fell to the floor with a thud.

Walking casually over, Wanderlust used a shard of crystal in hoof to scrape the goo off his horn. Once it was clean, he took the bags up in his magic and re-secured the clasp before slinging them over his barrel.

"That's why I tell ponies not to go in there." He said in a sing-song voice.

 **The battle of Ponyville had reached its climax.** In the skies the Thestral soldiers of the Lunar Guard fought with a fresh vigor and delight in sweeping down on the infamous enemies of Equestria. On the ground the Thicket warriors, hearts still hot with vengeance, gave no reprieve to the Changelings who sought safety by hiding among the ruins. As such, the weariness and demoralization of the invaders took its toll, many going down in defeat swearing fealty to their matriarch with their last conscious breaths.

Chrysalis herself was throwing everything she could at the armor-clad alicorn, their battle settling on the roof that spanned the east wing of the castle. It was her fanatical hatred against the might of the Princess, and neither one had yet to land any decisive blows.

The queen cast a series of fiery orbs from her horn as she back-peddled. Each of them in turn deflected by the parry of Luna's duel-ended cudgel with a graceful finesse.

"Ha!" Luna laughed, finishing the sequence by stamping one end on the roof with a bang. "It is well that I missed your visit to Canterlot, 'ere we might not take such enjoyment in this!" She declared with a smile.

But the mother of Changelings had nothing but a malefic scowl to counter Luna's glee.

"A good skirmish is quite the exhilarating thing after a thousand years imprisonment! After our sister told us of her encounter with thee in Trot, we had hoped that fate would put thee in our path!" Leveling the weapon, Luna gave a coy eyebrow raise. "But if thee wishes to surrender, we would be reasonably merciful. Does two-thousand years under chains in Tartarus strike thee as agreeable?"

"We will see who spends the next eon in a dark cell!" Chrysalis spat. In the next moment she was lunging through the space, her body consumed in fire like a verdant meteor. When she emerged from the plume, she had taken on an entirely new frightening form, one more familiar to the Mistress of the Night. Her advance was checked by the length of Luna's weapon across the breast, a shock of fear causing the Princess to buckle.

"Don't tell me you've never had the urge to throw that obnoxious sister of yours in a lightless pit!" The merciless face of Nightmare Moon taunted, her voice gravely and severe. Luna cringed, staring back at the image of her darkest self, the face that had haunted her before becoming her.

"Come on…" The demoness in disguise continued. "You and me, we're a lot alike, we get a bad rap just for being who we are. We could have a lot of fun, you and I."

Luna grit her teeth and finally began to push back. "Neither face you wear bears any thing in kind to us!" She drove the front of her helm directly into Nightmare Moon's forehead to break them apart. "The devil's face upon thine own was a wicked twisting of who I am!" One side of the cudgel was swung, catching the Nightmare on the cheek, causing it to stumble back.

"I am a guardian of this realm! I am the bringer of peace and tranquility!" The fact that she was now referring to herself in the first-person did not occur to Luna as she used the other bludgeoning end of her staff to uppercut the succubus. "I am the mistress of the dreamscape!"

The imitation of Nightmare Moon staggered, a trembling hoof to her mouth. "You are a spawner of parasites!" Luna positioned her weapon for a power-blow, her magical aura condensing around the weighted end.

" **I AM THE PRINCESS OF THE NIGHT**!". Whirling in place, Luna brought her instrument around and hammered the Nightmare in the chest with a crack of thunder impact. The combination of raw alicorn strength and magical detonation knocking Chrysalis out of her disguise and careening into the wall of the castle's central tower.

" **What in the seven hells was that?"** Looking to the ceiling of the hall, Wanderlust had to blink to keep the tiny particles of dust and crystal from getting in his eyes.

"There you are!" Trixie shouted, scampering down to hall to him, not minding the rough jostling Spike was getting on her back. She nearly ran into him as she skidded to a halt, catching her breath. "It's chaos outside!"

"What happened?" He asked, putting a calming hoof on her shoulder.

"The cavalry showed up! Princess Luna and a whole army of Canterlot guards!"

A shiver went down his spine and the pupils of his eyes contracted. For a moment he was speechless, but eventually he managed to spit out a more pressing question.

"W-what about Princess Twilight? Did you find her?"

"Oh, yeah." Trixie began, as if she had forgot. "Chrysalis hypnotized her, or something, and she was putting all her friends in magical ice cubes."

He stared at her for a few incredulous seconds. "Come again?"

 **Crystal shards fell and exoskeleton popped** as Chrysalis peeled herself out of the crater her body had made in the wall. She collapsed face-first onto the tiled roof, groaning weakly, bits of her pilfered and perverted crown tumbling down to scatter around her. Vision blurry and disoriented, the sound of something heavy striking the roof kept pounding in her ears. Focusing long enough, she realized it was one end of the still polished weapon no more than a pace from her nose.

"Surrender Chrysalis." Luna warned, this time with no hint of humor. "Surrender now or face the full justice of Canterlot."

"The justice of Canterlot?" The broken Queen mumbled, lifting exhausted but defiant eyes to her foe. "What justice?" She spat a wad of mixed colors aside. "Turn me to stone? Obliterate me into shadow? A cozy bungalow next to Tirek in the pits of Tartarus?"

Chrysalis meekly stood, keeping her head lowered. "Or perhaps I'll have a nice view of Equestria from your prison in the moon…" The last few words slithered out with a mocking tinge.

The weight of the cudgel was put upon her neck, Luna reminding her of its persuasion. "Whatever punishment you face will be too good for thee, no doubt. For that, thou may thank the benevolence of Celestia."

Chrysalis raised an eyebrow. "And just when I thought we had a connection."

But Luna's weapon was pressed in response to her sarcasm. "It is thine exceptional fortune that we are not thy doomcaster." The alicorn leaned down a little bit. "The moon is a harsh mistress." She stressed.

"Of that I'm sure." A cleaver gleam shimmered over her double irises as Chrysalis made to prostrate herself before the victor. "But I am crueler."

With a sudden surge of movement that caught Luna off-guard, Chrysalis threw her self backwards with a fluttering of her wings. Her horn alight, she cast a ring of green fire around the Princess that shaped itself into a semi-translucent dome.

Luna used her staff to try and hold the spell back, but it did her no good when she felt the floor give way underneath her, her legs sinking like quicksand.

Watching her enemy go, Chrysalis chuckled wickedly to herself. "If I can replace one Princess, I can replace another."

The reflection of a panicked Luna in the shrinking bubble played across her elated eyes and was frozen there when the mass of solid lavender magic encased her.

Twilight Sparkle, landing on the roof beside her friends, some being released from her aura of levitating magic, went first to Princess Luna. With the Changeling sorceress incapacitated, the transportation spell had been cancelled before completion, and the senior alicorn popped harmlessly back into the space she had previously occupied.

"Princess Luna!" Sparkle exclaimed, the group rushing forward. "Are you alright?"

"I am unharmed, young princess." The lunar avatar assured her, using her wings to dust off her armor.

"You came just in time!" Twilight threw her forelegs around her neck, giving Luna a tight hug. "Thank Cel-" The faux pas struck her before she could finish the expression, and she slowly rolled her gaze up to where Luna was gazing back down at her, waiting for the other half to drop.

"I mean… thank… Selene you did! I don't know what would have happened!"

"We shall let it slide this time." The diarch said.

"Sooo… We win right?" Everypony turned to see Rainbow Dash hovering in the air, shoulders shrugged in inquisition.

"Yes, Bearer of Loyalty." Luna began, stoically using a hoof to reestablish personal boundaries with Twilight. "This night is ours."

The confirmation gave way to a chorus of cheers from the Bearers, peaked by a toss of the hat and a rowdy "Yee-Haw!" From Applejack.

Celebrations however, were premature. A surge of magic from her horn and the magical amber was shattered. Chrysalis recoiled into a pantherish crouch, aghast to see the powers arrayed against her. While the gems of the Elements of Harmony were safely restored to the Tree, she didn't know that. And fearing a damnation to last an epoch, let loose with an ear-splitting screech as a last-ditch attempt to escape justice.

The pitch caused even the alicorns to flinch and cover their heads from pain. But the sound was not a weapon, indeed it wasn't even for them. Every Changelings within ear-shot of the scream moved instantaneously to the call, an automatous response beyond any conscious decision to obey. Breaking away from whatever scuffle they were in, from hiding places, even the eyes of the comatose snapped open to rise to the summons. Thestral soldiers and deer alike tried to stop them, but instinct would not be denied in the feverish scramble

Perplexed but not deterred, Luna raised her staff to deliver a silencing blow to the impossibly excruciating noise. Before she could strike, a storm of Changelings came swooping in from all sides to surround their mother. Twilight cast a protective shell around her friends, thuds and bangs of colliding drones bouncing off its surface.

"It's like a bat cave emptying out!" Fluttershy observed.

Through the chaotic frenzy, Luna kept her gaze locked on those of Chrysalis, who skulked within the swarm staring back with glowing irises. Then like a flash of light she was gone.

"It's a getaway!" Pinkie Pie shouted once the swarm began to clear.

"'Tis thus!" Luna cried angrily. "Come friends, we must not let her escape!"

The swarm had other ideas however. No sooner had Twilight withdrawn her protection spell, then the Changelings split into four smaller flocks and dispersed to the winds.

"Awww, horsefeathers!" Applejack cursed.

"We'll never catch her now!" Rainbow complained, switching between the rapidly exiting swarms.

"Pick a direction!" Luna cried, choosing a mass and pursuing it. She gestured for a portion of her guard to join her, and for others to go after a different swarm.

"I'll take the one going over the Everfree." Twilight declared, taking wing. "Rainbow Dash, you-" But the cyan Pegasus was already off, hot on the trial of the swarm heading south.

"I'll uh, I'll be back you guys, I'm just gonna-"

"Wait!"

They all heard the voice but didn't know where it was coming from.

"Twilight!" It called, this time mares recognizing it as Trixie.

Sparkle flapped over to the edge of the roof where she could see the pale-blue unicorn hanging out of a window waving a hoof. She ducked back in briefly, coming back out a second later holding Spike in her magic, his head slumped backwards.

"Can you do something with this, please!"

On the opposite side of the castle, on the balcony that overlooked the west, Wanderlust ran out. Seeing the buzzing mass of Changelings heading out over the Everfree.

"No!" He growled. "You're not getting away again!"

 **Soaring over the dark treetops of the forest** , the Changelings made sure to keep a low profile, the light of the moon could still betray them to careful eyes. As the features of the primeval wood passed beneath them, one drone in particular glanced behind them, looking for any sign of being followed. After several seconds of inspection, they were satisfied.

The drone immolated itself in green fire, the ragged form of Queen Chrysalis was exposed among her troops, limping along on pained wings. She hung from her wing joints like a puppet on strings, head wallowing in mortification. Her plan having come crashing down around her in utter defeat, it would take a good long while to recuperate the strength of the hive, she might even need to lay a new batch of eggs.

Varus was gone, even her favorite Crassus was nowhere to be seen. " _Look what they've done…"_ She wept to herself. _"My bugs, my bugs… my bugs…"_

Through the haze of her misery, she was able however to spot the outline of something potentially useful nearby. A new plan formulated in her crafty mind.

"You four, come with me." She commanded the nearest group of drones. "The rest of you get back home."

She and her select few peeled away from the main body, heading down to where a grouping of stone ruins populated a grassy hill.

" **Isn't he so cute when he's asleep?"** The squeaky voice asked. As he opened his eyes, the faces surrounding him were a collection of colorful, blurry oblongs.

"There he is." Cooed a softer one. "Little Spikey-wikey is waking up!"

"Wha…What happened?" Sitting up, Spike held a claw to his head, still groggy from the extended slumber. "I feel like I got hit in the head with a dictionary."

"Spike! I'm so glad you're okay! Twilight said, taking him up in her magic and wrapping her wings around him. "I was terrified to think of what might have happened to you when I found out you got replaced by a Changeling."

The mention of 'Changeling' was enough to snap the young dragon back to full sobriety. "I GOT REPLACED BY WHAT!?"

Then a pink hoof settled on his shoulder. "You kinda missed a lot kiddo, we'll fill you in later." Pinkie tried to comfort him.

Taken aback by the thought of so much going on that had been totally out of the game for, he tried to figure out what had happened to him. .

"The last thing I remember was answering a knock on the castle door…" He pointed a curious finger towards Rarity and Applejack. "And you were there, and you were there."

The mares exchanged puzzled looks. "Wasn't us sugarcube."

"That must have been when they switched you." Twilight realized.

"Wanderlust tried to wake him up earlier, so he could get a message to Princess Celestia, but whatever whammy Chrysalis put on him was too strong." Standing to the side, Trixie gauged them all with a degree of apology in her voice.

"He probably doesn't know Haycart's counter to slumber spells." Sparkle chimed in, helping Spike to fully stand. "It was only in the addendum to the 2nd edition of his Casting Corpus. I have all four."

Rarity stepped forward, eyes full of concern. "Trixie? Where is Wanderlust?"

 **Parts of the northwestern corner of the Castle of the Two Sisters** had remained standing despite all the years of decay and overgrowth of gnarled vegetation. Chrysalis touched down on the soft blue-shaded grass among what must have been a set of medium-sized rooms beside one another. Now however, the roof was long gone, as was the hallway that connected them to the rest of the castle.

"Keep a look out." She ordered her drones, leaving them to assume patrols while she attended business. Striding up to one of the walls, she knocked away a loose stone and reached her magic into the hollow behind it. From the cubby came four, small black round items. Without wasting a second, she cast them on the ground, equidistant and forming a square.

In the carved images of scarabs, the totems split down the seam of the wings, blasting a green magic that linked them all in one design. Quickly, Chrysalis checked over her shoulder, a healthy suspicious nature cropping up.

The scarabs were then drawn to one another, swirling together in a spherical blur of motion. A construct of hard webbing sprouted downwards from the magic orb, creating a support structure as it rose higher off the ground. After a moment the sphere expanded into an ethereal window pane, the edges wafting with green flame.

"Hey!" She barked at the darkness that occupied the majority of the surface. "Is anypony there?"

It took a few moments, but emerging from the shadows of the other side, a unicorn appeared. His white horn stuck out from a hole in the large hood he wore to cover his face, only his snout was exposed. The hood itself was finely crafted, of a black velvet material and trimmed with gold piping and intricate knotwork.

"Queen Chrysalis…" The stallion began with a polished accent. "This call is… unexpected. You look dreadful, are you unwell?"

"Cut the act!" Chrysalis snapped, the bangs of her hair falling over her face. "I need help! Everything has come apart! Luna came with her guard and-"

The stallion held up a hoof. "Yes, yes, we are aware of what happened in Ponyville, word here travels fast. Aside from Luna, Princess Celestia has also left to clear the Thicket Kingdom of any ponies and deer that were still trapped."

"Celestia?" She cowed her head instinctively, eyes roving around. Her mind still recalled the defeat in Trot when she felt the brutal power of the solar alicorn. "I haven't seen her…" But there were more pressing matters to address. "I need your group to provide a safe lair for me and my swarm to regain our strength. I know we can strike again soon enough."

The sound of her request being met with a breath being sucked through teeth turned her face from anxious to alarmed.

"Yeah… I afraid that's not going to happen." He said, tilting his head.

"What!?" Chrysalis shoved her face towards the pane, searching for some sign that her ears had deceived her, but found none. "Do you dare take me for some pawn in your little game of shadows? We had a deal you insolent foal! You and your den of scorpions need to fulfill your end of the bargain!"

"There is no more bargain, Chrysalis." The mysterious figure's tone became firm. "You have failed, utterly, and the Project has decided that the arrangement is no longer in our interest. We have decided on another course of action."

"You can't do this!" She snarled. "You don't have the authority! Where are the rest of the Project members?"

The hooded stallion took a step back, and two more conspirators stepped into view. To the right was a slightly taller stallion, similar robe, similar horn. On the left emerged a female unicorn, lean and lovely by the way the cloak hugged her form.

"The decision in unanimous, Chrysalis." Spoke the tallest, his voice a bit more refined, betraying an older stallion. "We speak with the authority of the entire Restoration Project when we say that, well, we're finished."

"I was never too keen on the idea of aligning ourselves with your kind anyway." The mare huffed with condescension. Her voice was melodic in its biting cruelty, sophistication and poise sharpened to a razor. "The very idea of allowing you repulsive creatures to run amok in Equestria was positively revolting."

Chrysalis was speechless, she felt the bottom falling out from underneath her. She stared wide-eyed and jaw slack, realizing the degree to which she was royally screwed.

The hooded mare leaned herself forward. "You're on your own."

With that curt parting, the swirling portal collapsed, a sign that the magical artifact on the other end of the line had been disconnected, and probably destroyed for good measure. The Queen sat staring at the grey stones of the wall, the small muscles in her face twitching, a breath slowly escaping.

She might have been stuck in position until the next rising of the moon, had not a queer crumbling sound not aroused her suspicion.

" **Now where would she go?"** Twilight Sparkle asked herself as she glided through the night air. While the Everfree forest might seem like the perfect place for Chrysalis to flee into, it was the habit of the Changeling to operate by deception, trickery, and misdirection. The black queen could have made her escape in any direction, and Twilight knew she could have havens hidden anywhere on the continent.

Still, the Everfree would provide the quickest and easiest means to evade capture. Chrysalis might elude the reach of justice yet again. But, as Twilight scanned the ever-darkening horizon, she would drag Chrysalis back to Canterlot kicking and screaming if she had too. She had been enthralled and used as a weapon against her friends, and there was some serious Tartatus to pay for that.

 **Skulking in the shadows of the decrepit castle,** Chrysalis tilted her head around the corner of the stone wall-section, wary of any sign of danger. True, Celestia tended to be hard to miss, but given a thousand years maturity, it wouldn't be surprising if the solaric alicorn learned how to soft-hoof it when she needed. Plus, there was always the conventional threats that lurked in the primal forest. A run-in with an owl-bear, Chimera, or a cockatrice she'd much rather avoid.

Nothing appeared or made any troubling sounds, just a soft breeze moving through the nearby bushes and the light of the moon above.

"Drones!" She barked in a hoarse whisper. "Drones, where are you?"

Not only was there no sign of danger, there was no sign of ally either. None of her soldiers were in sight. Usually this wasn't the greatest issue, as they might have transformed into something else to make themselves inconspicuous lookouts. But she would be able to detect that, her own bugs could not deceive her senses, they were her spawn, and they could not fool her.

She glanced about, stepping more into the open. Behind her was the castle, where the broken outlier chambers transitioned into what remained intact of the main structure. Apprehension told her to stay near to cover, but her need to maintain a lingering sense of control pushed her out, searching for the drones.

"Hey!" She yelped a little louder.

"My Queen!" Another voice finally broke the eerie quiet. A drone popped out from behind another section of abandoned wall, he postured low in anticipation of a threat, gaze darting back and forth. "We are not alone here, I cannot find the others."

"What?" She recoiled, breath catching in her throat. Across her chitin memory rippled with a flash of heat, what Celestia did to her at Trot scorched into her brain. "But we weren't followed…"

"Somepony or something is here, Mother. Taken out the other guards." The Changeling made careful sure that they were alone. "They are nearby I think… very close."

Chrysalis scanned the woodline, teeth grit. "We need to get out of here… back to the-"

The beam of swirling green and white magic struck her on the right flank, she was off her hooves and crashing through stone before she even realized what was happening.

Her body flew out of the dust cloud like a comet, tumbling across the grass in a blur of limbs and painful grunts. She came to an ugly stop against another stone wall, this one part of the castle's main structure. Fissures spread-out from where Chrysalis hit it, back impressed into the bricks.

"As a matter of fact!" Striding through the broken wall, the dust settling around him, the Changeling marched, his voice altered from what it had been a moment before. "I think I hear something approaching right now!"

Chrysalis had just enough time to raise her groggy head and look up to see the next blast coming for her. The magic consumed her, driving her the rest of the way through stone and mortar and into the main gallery of the Castle of the Two Sisters.

Face sliding over the musty carpet, the black queen still didn't understand what was happening, she only knew that she kept getting hit and she had to get away. Chrysalis lurched to her hooves, tried to flap her wings but cried out in agony when a sharp stab of pain revealed the damage done to them. With a pitiful yelp she collapsed to her knees, seeing nothing ahead of her but the staircase that topped at a landing and bifurcated up to a higher balcony. The moon shone down through the tall, narrow window that loomed over the space, casting a soft glow down the steps to where she crawled.

Heavy hoof-steps echoed in the hall as the Changeling entered through the hole he had forged with Chrysalis' unwilling body. He was breathing through his teeth, eyes hardened and burning a lance through his target.

Reaching the base of the stairs, Chrysalis heard the methodical steps approaching from behind, and turned with horror to see what she thought was one of her own bugs stalking forward.

"What… What are you?" She begged with ragged gasps.

The Changeling disappeared in a plume of green magic, revealing Wanderlust in its place, his face a mask of perfect hatred.

"HRRRAAAAAAAAAAAAAA!" Chrysalis screamed, beyond aghast to see her native magic used by an outsider.

"You! You can't do that! You can't use our magic!"

"A spell like any other." He growled. "You can learn it with enough practice. And I got plenty of practice after all the time I spent in the hive!"

Was it possible? She wondered. Nopony had ever managed to mimic the Changeling spell before, never even heard a rumor of it. It was too much for her to process. She sputtered, inching her way further up the stairs.

"You were in our hive before…" She muttered, remembering the interrogation her generals had put to him. "How… How long were you there?"

Wanderlust paused, face twitching as he stood over her. "Long enough." He spat. "Long enough to outlive the rest of them. Long enough to watch them wither away."

He shot a beam of magic, it struck where Chrysalis' breast had been, but she swerved to the side just barely. The stone was left blackened. She slithered a few more steps upward, chest heaving.

"It's not possible!" She tried to counterfire, but her magic was met with his own, and in her weakened state, overpowered as it was dispersed in a cracking burst.

"I held back you know." She continued to crawl, he kept pace, menacing over her. "I held back against Varus and his soldiers. I held back against Crassus. I've been saving my best stuff for you. Saving it for a very long time."

She scrambled, attempted to leap away but she was caught in mid-air, frozen in his magic.

"A lifetime."

Instantly she was flung into the ceiling, her armor denting the stone. Just as fast she was dropped, it was all her superior physiology could do not to shatter on impact.

The pummeling from Luna had put her in a bad spot to begin with, and her state of mind was coming apart. Normally she'd be able to handle this unusual pony, one way or another. But not like she was now, skittering like a cockroach from some stranger with an old grudge.

He spoke coldly. "I can't imagine you even remember them." Chrysalis reached the landing where the stairs went to the left and right. Wanderlust's magic gripped her head, forcing it down into the dust-soaked threadbare carpet, pushing it along.

"I mean, we're just food to you, right? How many families have you monsters dragged back to your hive over the centuries? Countless."

"It's not like.. ah! Like you remember everything you ever ate!" She growled with her face pressed to the stone. "It's not personal!"

"It's personal for me!" He lifted her in his magic and ran forward, burying his shoulder in her back until ramming her up the steps and into the wall. "Hraaa!"

Chrysalis swung back with a leg, putting a knee in his nose, forcing him to back off as his head snapped. Then she lunged, tackling him, the momentum carrying both into the shaft of moonlight cast across the balcony. Even as battered as she was, there was still enough strength in her immortal body to put up a fight. They settled with her on top, astraddle his barrel, hooves at his throat. Her teeth were bared in a savage grin, a fanatical expression as she felt his breath struggling to escape.

"This is all your fault!" She snarled. "I should have sucked the life out of you when I had the chance! Hmm…But now that you're here…" Her maw opened.

Staring back up at her with steeled determination, his horn flared with fire magic, going off in a small explosion. A reflexive terror swept Chrysalis at the sight of flames so close, and a second before the fire spell detonated she threw a hoof in front of her face to shield her from it.

Wanderlust rolled to his hooves and wrapped his forelegs around her, hefting her off the floor and slamming her back down with a thud.

"But I'm not doing this for my own sake!" A trickle of crimson dripped from his nose, falling to spatter on Chrysalis' neck.

"I'm doing this for them."

Wanderlust's horn ignited once more, not with fire, but with pure white-hot magic.

"For my wife!"

The light swelled, a nimbus building in intensity around the horn.

"For my son!"

Another surge and the light was blinding, Chrysalis had to turn away from it.

"For Aquileia." He hissed.

At hearing that name, the mention of that place, something snapped in Chrysalis' mind, it gave her the same stunned expression that Crassus wore when the secret was whispered into his ear.

 _Aquileia…_ She repeated in her mind.

But her time to ponder the concept was at an end. With a grimace, Wanderlust lowered his horn and released the accumulated magic.

A purple flash of sparks appeared just as the beam was fired, and Wanderlust was gone in a blink. Chrysalis opened her eyes to see a section of stone missing right next to where her head had been, a pit of blackened ash.

Twilight Sparkle and Wanderlust reappeared outside the castle on the grass, the remainder of his magic beam spending itself into the ground. She and he recoiled from one another.

"What were you doing?!" Twilight cried out, shocked and fearful.

The surprise of the teleportation wearing off, Wanderlust glared at the princess.

"I was about to destroy that demon once and for all! And you saved her!"

In a fury Wanderlust fired a bolt of white fire at Twilight, deflected by a shield and returned with a shot of her own lavender magic. It served to sober his senses a bit.

"Hey! We don't do that here." She scolded. "Chrysalis will face Equestrian justice."

"Justice!" He spat. "I have had my taste of Equestrian ' _justice'_!"

Left alone on the balcony, Chrysalis shivered as she realized that her rescue, however temporary, was a precious chance to make her escape. Slowly she crawled as fast as she could drag herself down the stairs and down to the hall floor. There she hobbled along on two good legs, head cowed, looking back over her shoulder to where she had heard the two ponies arguing with each other.

"That creature has to be destroyed, Twilight!" Wanderlust demanded. "After all the centuries of terror she's inflicted! After all the lives lost! The lives of my family!"

Princess Sparkle was stunned. He had mentioned that his family was gone, but she had no idea that it had been at the work of the Changelings. "I'm sorry about what happened to you and your family, I truly am. But I cannot allow you to impose your own revenge as justice!"

"Forgive me Princess…" Activating his magic, Wanderlust readied himself. "But I wasn't asking for your permission!"

The two of them fired at the same time, the magic streams smashing against each other.

Chrysalis was nearly home-free when she bumped into something warm and furry. She froze, the tingling in her horn a sign that she was in the presence of very powerful magic. Turning her face forward and tilting upwards, she found a set of pink irises staring down at her.

It was strange thing for Princess Celestia to bear such an indomitable visage, very few would ever warrant the gravity. But Chrysalis was one such creature familiar with how terrible the wrath of the solar alicorn could be.

"Celestia…" She nervously muttered, forcing a smile. "You're looking… sunny."

The castle was filled with a brilliant flash of golden magic that beamed out from every window and crevice. It interrupted the conflict between Twilight and Wanderlust, drawing both of their attention. Sparkle felt the sensation of her mentor's distinct magic immediately.

"Princess Celestia!"

Wanderlust clenched his teeth, taking a step back.

 **Back in town the Lunar Guard** and the newly arrived contingent of Royal Guard were restoring order to Ponyville. The ponies that had been trapped in the Thicket had been rescued and brought back by Canterlot's finest, reuniting families and coordinating recovery efforts. Portions of the fleeing swarm that had encountered the Royal Guard, still licking their wounds, simply hadn't the fight left in them to contend with the fresh vigor of the Royals and surrendered.

Luna's armored Thestrals concerned themselves with rounding up the Changelings and placing them under watch in the town center. Unaccustomed to polite formalities like the Royal Guard was, the Lunar knights in their fearsome helms were aptly suited to keeping the marauders in check.

Between the Royals and Thestrals existed a professional courtesy, though aside from exchanging prisoners, very little was said across the party lines.

"Nooo! You can't do this to meeee!" Being dragged kicking and screaming by two burly Royal Guard pegasai, General Pernicia Magna thrashed in their hold, digging her heels in the dirt to slow them down by any measure.

"You know you don't have to raise such a fuss." Trailing the captured General, Flash Sentry was simply annoyed with how difficult she was being. "Whatever punishment you have coming, it's not as cruel as what you've spent your life doing to innocent ponies."

Magna spat at the ground in spite. "You ponies have got a reckoning coming! And when it does, I'll be there!"

"Yeah, like that's not the tenth-time I've heard _that_ tonight."

"Rumble! There you are!" Flapping over to the Element Bearers and the others gathered, Thunderlane rushed with open hooves to where his little brother was being ushered along by Rainbow Dash. Having returned just in time, fulfilling her pledge was something she had to see done. The brothers reunited on one of the bridges that spanned the river running beside town hall, the elder scooping him up tightly. "Thank Celestia you're okay!"

Rainbow Dash looked on happily, satisfied that had been able to keep her promise of bringing Rumble home safely.

"Thanks Dash." Thunderlane said, eyes watering. "I knew you could do it."

"Hey, I promised you didn't I?" She chuckled. "I always come through for my friends."

The other girls turned their attention towards answering the throng of questions from the townsponies, who fairly expected the multi-time champions of Equestria to know something about what was going on.

Rarity, feeling a bit overwhelmed by the jabbering mass, stepped away just in time to see Trixie ducking her head and starting to make a quiet exit.

"Trixie, wait." The seamstress called out, trotting over to catch her. Visibly uncomfortable, the magician took an extra moment before she could look Rarity in the eyes.

"Listen..." Trixie sighed. "I know I'm not the most welcome pony in town, so I'll just leave, and you girls won't have to worry about-"

"That's not it at all darling." Interrupted Rarity with a raised hoof. "I just wanted you to know that despite how unpleasant your last visit was, you have acquitted yourself bravely on this occasion, and I for one am glad to have had your help."

Blushing, Trixie didn't quite know how to take the compliment. "I suppose I just needed a reminder of some of my better days."

"I could see it you know. The way you looked at him, the way he brought out something different in you, something a bit nobler than what I was accustomed to. At first I thought you might have been an old flame of his but-"

"You thought me and Wanderlust used to be an item?!"

"He explained otherwise." Rarity hastily corrected. "But I know that you meant a lot to each other. You will stick around for a proper reconciliation, won't you?"

"I don't think I'm ready for that yet. I uh…" The words ceased to flow for a moment, Trixie looking to the ground as if the right thing to say might sprout from the soil. "I need some time to process a few things."

Reaching out to gently lay a hoof on her shoulder, Rarity gave a comforting touch. "He'll understand. Just don't make him wait too long, eh?'

"Tell him that… Tell him I'm not angry." With a final exchange of nods, the two mares parted. Trixie spared the town one more glance before disappearing into the crowd.

"We found this one all by himself. Practically turned himself in." The CMC, Applejack, and Pinkie Pie turned around to see a gruff Thestral guard escorting an adolescent Changeling to where the rest of his kind were being rounded-up.

"Arthon!" Pinkie exclaimed. Leaving the others behind as she shot forward. Before the guards could bind his legs and wings, she scooped him up in a hug. "Somepony's gonna have the greatest bravest-little-Changeling party ever!"

"Ya dun good, kiddo." Said Applejack, trotting up to tilt her hat. "If you hadn't thrown them fellas off our trail, we'd a been caught for sure."

"To be honest I'm not sure why I did it." Arthon meekly admitted once he was set back on his hooves. "I just, I just didn't want to hurt anypony anymore."

Standing at the edge of town, Gentle Heart and Paleo Search watched events play out, keeping themselves out of all the hustle and bustle. They were passed on his side by a pair of Thestral guards.

Paleo called out to them as they went. "Glad to have you guy here!"

The guards paused, glancing back at their kindred with curiosity.

"I remember you." One of them said after a few moments scrutiny, leveling a hoof. "You're that kid that skipped out during his service probation!"

"Oh, you still remember that, huh?" Paleo lowered his head in a show of embarrassment. "Was kinda hoping that whole thing would wash over by now."

"Wash over?" The guard asked, a bit incredulous. "Dishonor like that doesn't just wash over, coward!"

The guard lurched, as if he were about to attack, but held back. Paleo flinched defensively, Gentle Heart throwing her limbs around his neck with a shocked gasp. Disgusted, the larger Thestrals sneered at him, scraping some dirt with a hoof in his direction.

"Oh…" Paleo sighed when they had left. "I bet dad is still pretty mad at me too then, huh?"

Breaking away from the sheer terror of all the worried faces throwing their unending questions at her, Fluttershy found some breathing room in the boughs of a tree. She saw some of the Thicket deer among the crowd, King Aspen working with the Royal Guards to secure the town. She did not however catch sight of Blackthorn and let out a disappointed huff.

 **Teleporting back into the Castle of the Two Sisters** , Twilight found Princess Celestia standing over the unconscious form of Chrysalis, subdued at long last. She rushed over, knowing without any doubt that this Celestia was the real thing. "Princess!"

When the immortal saw her favorite student, she let out a heart-filled gasp at the sight, floating over in a single flap of wings to meet her half-way. Twilight was engulfed in massive white wings, wrapped bodily and drawn into the warm embrace.

"Twilight!" Celestia nuzzled her restlessly, using her feathertips to caress and inspect for damages. "When Rainbow Dash tore into Canterlot and started rambling about Changelings, I realized that I hadn't received a letter from Spike or anything. I was so worried that I almost teleported straight here, if not for Luna talking some sense and strategy into me."

"I'm * _puft*_ , I'm okay! Really!" Twilight had to flail her limbs to keep from drowning in the tempest of soft feathers, surprised but glad all the same by the flustering of concern. "Chrysalis almost had me, but, luckily my friends were there to pull me back."

Celestia threw her forelegs around Twilight, a show of tenderness that only a hoof-full of other ponies had ever experienced in a thousand years. "If something happened to you, Twilight, I don't know what I'd do."

As they hugged, Twilight was able to look over her shoulder and see the trail of smoke rising from the mad queen's body where she lay.

"What are you going to do with her?"

Breaking away, Celestia gave her counterpart a cold glare. "She has managed to stay one-step ahead of the justice coming to her for far too long. Not anymore."

It was just then that Twilight realized that in her hurry to see Celestia, she had left Wanderlust outside. Gliding over to the base of the tall window, she searched the lawn for him.

"What is it, Twilight?" Celestia asked, coming up alongside her.

"There was…" Twilight considered telling her about Wanderlust, but there were a few questions she needed answered first.

"I thought I saw something else."


End file.
